Can a Foreign Company Get a Mining License in Turkey? 2026 — Turkish Company Requirement (Mining Law Art. 6), License Transfer (Art. 5), Ministry Permission for Share Transfers Above 10% (Mining Regulation Art. 82/11), Law No. 7554, EIA and Investment Treaty Protection

Türkçe sürüm: Yabancı Şirket Türkiye’de Maden Ruhsatı Alabilir mi?

A foreign company cannot obtain a mining license in Turkey in its own name. Under Art. 6 of Mining Law No. 3213, mining rights are granted only to Turkish citizens with full legal capacity, to companies with legal personality incorporated under the laws of the Republic of Turkey and to authorized public bodies. This is not a ban but a structural requirement: a company incorporated in Turkey can hold a license even if all of its capital is foreign-owned. A foreign investor has three routes: incorporate a company in Turkey and apply for a license; take over an existing license with ministry approval (Art. 5); or acquire shares in a Turkish company that holds a license, in which case share transfers of more than 10% require ministry permission (Mining Regulation, Art. 82/11). This article explains the conditions of each route, the changes made by Law No. 7554 in 2025, EIA and land permits, legal due diligence when buying a licensed company, the remedies against cancellation of a license, and investment treaty protection, which is especially important for a Canadian investor.

Who can hold mining rights? (Mining Law, Art. 6)

Under Turkish law, mines are under the authority and disposal of the state; the state transfers this right to natural or legal persons for a specific period through a license. The provision that determines who may hold a license is Art. 6 of the Mining Law. Under its first paragraph, mining rights are granted to Turkish citizens with full legal capacity, to companies with legal personality incorporated under the laws of the Republic of Turkey, and to authorized state economic enterprises, their establishments, subsidiaries and affiliates and other public institutions and organizations.

The meaning of this provision for a foreign investor is clear: a company incorporated in Canada, Australia or the United Kingdom cannot hold a license in Turkey directly. However, a company incorporated in Turkey under the Turkish Commercial Code is a “company incorporated under the laws of the Republic of Turkey” even if all of its shareholders are foreign. Since Foreign Direct Investment Law No. 4875 also provides that foreign investors are treated equally with domestic investors (Art. 3/a), there is no difference in terms of mining rights between a domestically owned and a foreign-owned Turkish company. In practice, the license application also requires the scope of business in the company’s articles of association to cover mining activity.

The other paragraphs of Art. 6 also matter to investors. Mining rights are granted in the name of a single natural or legal person (Art. 6/2); in other words, two companies cannot be joint holders of the same license. Civil servants, public officials and personnel of the General Directorate may not obtain exploration or operation licenses (Art. 6/3). Discoverer’s rights and rights to develop proven reserves are annotated in the mining register and are not affected by the transfer or cancellation of the license (Art. 6/5).

The foreign investor’s three routes

There are three routes to a license, and each has different legal consequences. The choice depends on the stage of the project, the current status of the site and how much risk the investor is willing to take over.

1. Incorporating a company in Turkey and applying for a new license. The investor starts from scratch; the company is clean and no past debts or disputes are inherited. On the other hand, the entire exploration process rests with the investor, and the site must be open for licensing.

2. Taking over an existing license. Mining licenses are transferable; before the transfer, a transfer fee equal to twice the license fee at the transfer date is collected, and the transfer takes effect with ministry approval (Art. 5). A license cannot be divided; it is transferred as a whole. In this route, only the license and the encumbrances attached to it are taken over, not the seller company’s other debts. The transferee must also be a company incorporated under Turkish law.

3. Acquiring shares in the license-holding company. The license does not change hands; what changes is the shareholding of the license-holding company. This is also the natural route for setting up a joint venture. However, under Art. 82/11 of the Mining Regulation, share transfers of more than 10% that may change the shareholding structure of a legal entity holding a mining license require the ministry’s permission. The General Directorate of Mining and Petroleum Affairs asks, in the permission application, for trade registry records, details of the current and post-transfer shareholders and a table of the shareholding structure before and after the transfer, and states that action will be taken under Art. 10/4 of the Law for transfers made without permission. When a company is bought, its tax, social security and commercial debts remain with the company.

A fourth model is the royalty-lease agreement (rödovans): the license holder keeps the license and leaves the operation of the site to a third party for a certain period and fee. For a foreign investor this model does not provide license ownership; the right to operate rests on the contract. For details, see our guides (in Turkish) Madencilikte Rödovans Sözleşmesi and Maden Ruhsatının Devri ve İpotekli Ruhsat.

Setting up the license-holding company correctly

The most common form for foreigners making a mining investment is the joint stock company (anonim şirket). A joint stock company can be formed with a single shareholder (Turkish Commercial Code, Art. 338), so a Canadian parent can be the sole shareholder of the Turkish company. Under Presidential Decision No. 7887, since 1 January 2024 the minimum share capital of a joint stock company is TRY 250,000 and the initial capital in the authorized capital system (kayıtlı sermaye sistemi) is TRY 500,000. A limited liability company is also possible; but because share transfers require written form, notarization and approval of the general assembly (Art. 595) and shareholders may become liable, in proportion to their shares, for the company’s unpaid taxes and other public-law debts (Law No. 6183, Art. 35), the joint stock company is better suited to mining projects whose shareholding changes often.

Five points need attention when setting up the company:

• Scope of business. The scope of business in the articles of association should expressly cover exploration, operation, processing and related facilities. The same scope also limits the company’s future acquisition of real estate (Land Registry Law, Art. 36).
• Investment chain. The country of the company that will hold the Turkish company’s shares is decisive for international protection; this is explained separately in the Canada section below.
• Management and signing authority. Foreign directors need a tax number and an apostille on foreign documents; work permits are planned separately for directors who will actually work in Turkey.
• Bringing in capital. Capital is brought in through banks and its source is documented; the same documents will be requested again when profits are transferred abroad.
• Reporting. Companies with foreign capital report their activity information through E-TUYS every year by the end of May at the latest.

An investor buying an existing company should also check the following: under provisional Art. 15 added to the Turkish Commercial Code by Law No. 7511, joint stock and limited companies whose capital is below the minimum amounts are deemed dissolved by operation of law if they do not raise their capital by 31 December 2026. If an older, under-capitalized license-holding company misses this deadline, the status of the legal entity that holds the license becomes questionable.

The licensing process and the changes made by Law No. 7554

Licenses are issued by the General Directorate of Mining and Petroleum Affairs (MAPEG), affiliated with the Ministry of Energy and Natural Resources. Metallic minerals such as gold, silver and copper are among the Group IV minerals listed in Art. 2 of the Law. The process broadly consists of an exploration license, an operation license (işletme ruhsatı) and a separate operating permit (işletme izni); the work carried out during exploration and the determination of reserves form the basis for moving to an operation license.

The Law was extensively amended by Law No. 7554 of 19 July 2025 (Official Gazette of 24 July 2025, No. 32965). For foreign investors, the three most important changes are:

• Time limits and deemed permission for institutional approvals (Art. 7). Except for forests, in areas within the license where the permission of other institutions is required, the relevant institution must respond to the permit request within three months; if it does not, the General Directorate gives it one additional month; if no decision is notified by the end of that period, the permission is deemed granted. Permits in forest areas are not subject to this deemed-permission rule and must be obtained separately under the Forest Law. The ministry’s power to impose restrictions in new license areas, taking into account the mining method, area of activity, type of mineral and environmental impacts, remains in place.
• Exploration periods. The periods of the exploration license have been restructured, with different durations for Group IV minerals than for other groups.
• Rehabilitation. The rehabilitation fee system has been reorganized in place of the former environmental compliance security deposit; the fee equals the operation license fee, is held in a time-deposit account, and the unused part is refunded once the obligations are fulfilled. This cost should be built into the feasibility study from the start.

For the current exploration and operation license periods, activity reports and grounds for cancellation, see our guide (in Turkish) Altın Madeni Ruhsatı 2026.

EIA, forest, pasture and land permits

A license alone is not enough to start work on site. The longest part of a mining investment is often the environmental and land permits.

For details, see our guides (in Turkish) Orman Arazisinde İzin (forest permits), Maden, Petrol ve Jeotermal Faaliyetlerde Mera (pasture land) and Acele Kamulaştırma ve Özel Kanunlar (urgent expropriation).

Financial obligations, incentives and profit repatriation

The main financial obligations of a license holder are the license fee, security deposits (teminat), the rehabilitation fee and the state royalty (devlet hakkı). The state royalty is the state’s share of the income derived from extracting the mineral, payable by the license holder (Art. 3); its rates and calculation are set out in Art. 14. The Law provides a reduction in the state royalty for those who process the mineral they produce domestically in their own facility and create additional value (Art. 9). The tax and royalty burden therefore differs between merely extracting ore and building a processing plant in Turkey, and this difference should be calculated when choosing the investment model. If an investment incentive certificate is to be obtained, the application should be planned before the investment starts.

A mining company incorporated in Turkey is a resident (unlimited) taxpayer subject to corporate tax (Corporate Tax Law No. 5520, Art. 3/1). Dividends, liquidation and sale proceeds may be transferred abroad freely through banks under Art. 3/c of Law No. 4875; before a transfer, banks may ask for the general assembly resolution, financial statements and withholding tax documents. For details, see our guides (in Turkish) Enerji ve Madencilikte Vergilendirme (taxation in energy and mining) and Yurt Dışına Para Transferi (transfers abroad).

Foreign managers and personnel

Work permits are granted to foreign personnel employed within the investment (Law No. 4875, Art. 3/g); the permit regime is governed by International Labour Force Law No. 6735. The Law provides exceptions for foreigners regarded as qualified investors in terms of their level of investment or exports and the employment they create (Art. 16); foreigners employed for a specific period in a project carried out by their employer may also fall within this scope. Work permit applications for foreign geologists, mining engineers or project managers should be made in advance according to the site’s activity schedule. See our guide (in Turkish) Yabancıların Türkiye’de Çalışma İzni.

Legal due diligence when buying a licensed company

Buying a Turkish company that already holds a license is often the fastest route, but the buyer acquires the company’s history along with it. The list below shows the minimum topics to review before signing.

The share purchase agreement should make obtaining the ministry permission a condition to closing and should clearly set out the seller’s representations on the license, permits and debts, and the obligation to indemnify if they prove untrue. For the form of the share transfer and protection against the target’s hidden debts, see our guide (in Turkish) on buying a company and legal due diligence.

If a license is cancelled or not extended

Cancellation of a license, refusal of an extension request or refusal of an institutional permit is an administrative act. Unless a special law provides a different period, an action for annulment against these acts must be brought before the administrative court within sixty days from the day following written notification (Administrative Judicial Procedure Law No. 2577, İYUK, Art. 7). EIA decisions and urgent expropriation decisions, however, are subject to the expedited procedure in İYUK Art. 20/A, under which the time limit for bringing an action is thirty days; this is the deadline most often missed in mining projects. As a rule, the case is heard by the administrative court of the place where the authority that made the decision is located (İYUK Art. 32). Where the act would cause damage that is difficult or impossible to remedy and is clearly unlawful, an interim order suspending the act (yürütmenin durdurulması) can be requested (İYUK Art. 27).

Missing the deadline effectively closes off every objection that could otherwise be raised later. The management of a license-holding company should therefore record the notification date of every letter from the General Directorate and should not leave extension applications until the end of the term. For grounds of license cancellation and defenses, see our guide (in Turkish) Maden Ruhsatı Uyuşmazlıkları.

The key point for Canadian investors: investment treaty protection

In addition to domestic remedies, a foreign investor may bring international arbitration against the state on the basis of a bilateral investment treaty between its country and Turkey. This protection does not arise automatically; it depends on the investor’s nationality and on the country of the company through which the investment is made.

The key fact for Canadian investors is this: according to Turkey’s Ministry of Trade, Canada is not among the countries with which Turkey has signed a bilateral investment treaty, and the investment agreements database of the United Nations Conference on Trade and Development (UNCTAD) lists no bilateral investment treaty between Turkey and Canada. An investment made directly from Canada may therefore not benefit from protection under a bilateral investment treaty.

The example of Canada’s Alamos Gold shows what this means in practice. After the license terms of its Kirazlı project in the Kaz Mountains expired and were not renewed, the company brought its arbitration claim in 2021 not from Canada but through its Dutch subsidiaries, under the Netherlands–Turkey Bilateral Investment Treaty. That treaty was signed on 27 March 1986 and entered into force on 1 November 1989. In September 2025 the company announced an agreement to sell the shares of the Turkish company holding its Turkish projects to a Turkish mining company, and the sale closed in October 2025. For a broader assessment, see our Legal Guide for Foreign Investors in Turkey. For Turkey’s position under the ICSID Convention, the treaties in force and how awards are enforced, see Investment Arbitration Against Turkey and ICSID.

Three conclusions follow for investors. First, the investment chain and holding structure should be designed from day one for dispute protection as well as tax planning. Second, investment arbitration tribunals have held that restructurings made solely to obtain protection after a dispute has arisen or become foreseeable may be denied protection; the structure should therefore be set up at the outset, not afterwards. Third, most treaties require a waiting period, negotiations and sometimes a fork-in-the-road choice before arbitration; whether to bring an administrative action should be assessed together with these conditions. Turkey is a party to the Washington (ICSID) Convention on the settlement of investment disputes between states and nationals of other states.

Disputes with partners and contractors

Many disputes in mining projects arise not with the state but with a Turkish partner, royalty lessee, contractor or buyer. Since contracts to which a company with foreign capital is a party often involve a foreign element, International Arbitration Law No. 4686 can apply to disputes with the seat of arbitration in Turkey; the Law treats the contribution of foreign capital to the company by a shareholder as a foreign element (Art. 2). Disputes over rights in rem in immovable property located in Turkey, however, are outside the scope of the Law (Art. 1). In disputes with a foreign element arising from an obligational relationship between them, the parties may also confer jurisdiction on a foreign court by written agreement (Art. 47 of Law No. 5718 on Private International and Procedural Law, MÖHUK). Enforcing a foreign court judgment or arbitral award in Turkey requires recognition and enforcement; for details, see our guides (in Turkish) Yabancı Mahkeme ve Hakem Kararlarının Tanınması ve Tenfizi and Milletlerarası Tahkim.

Roadmap

Common mistakes

• Preparing a license application in the name of the foreign parent, or opening a branch and waiting for a license.
• Trying to set up a joint venture as two holders of the same license; licenses are granted in the name of a single person.
• Acquiring shares in a licensed company without ministry permission.
• Not making the permission a condition to closing in the purchase agreement and not obtaining the seller’s representations in writing.
• Drafting the scope of business in the articles of association too narrowly; the license and real estate acquisition depend on it.
• Building the investment chain without taking into account that there is no investment treaty with Canada.
• Leaving EIA, forest and pasture permits until after the license and not planning the timeline accordingly.
• Leaving the state royalty and rehabilitation fee out of the feasibility study.
• Not recording the notification dates of the General Directorate’s letters and missing the time limit for legal action.

Frequently Asked Questions

Can a foreign company get a mining license in Turkey?

Not in its own name. Mining rights are granted to Turkish citizens, companies incorporated under the laws of the Republic of Turkey and authorized public bodies (Mining Law No. 3213, Art. 6). A foreign company reaches a license by incorporating a company in Turkey or by acquiring shares in a Turkish license holder.

Can a Turkish company wholly owned by foreigners hold a mining license?

Yes. A company incorporated in Turkey under the Turkish Commercial Code is a company incorporated under Turkish law regardless of its shareholders’ nationality. Law No. 4875, Art. 3/a also provides that foreign investors are treated equally with domestic investors.

Can the Turkish branch of a foreign company hold a mining license?

No. A branch has no separate legal personality and is not a company incorporated under Turkish law. A mining investment requires a company incorporated in Turkey.

Can two companies jointly hold the same mining license?

No. Mining rights are granted in the name of a single natural or legal person (Mining Law, Art. 6/2). A joint venture is set up in the shareholding of a single license-holding company.

How is a mining license transferred in Turkey?

A license transfer takes effect with ministry approval; before the transfer, a transfer fee equal to twice the license fee at the transfer date is collected (Mining Law, Art. 5). The transferee must also be a company incorporated under Turkish law.

Is permission needed to buy shares in a license-holding company?

Share transfers of more than 10% that may change the shareholding structure require the ministry’s permission (Mining Regulation, Art. 82/11). For transfers made without permission, action is taken under Art. 10/4 of the Mining Law.

Is a license transfer or a company acquisition safer?

In a license transfer, only the license and the encumbrances attached to it are taken over; in a company acquisition, all of the company’s debts, lawsuits and obligations remain with the company. On the other hand, in a company acquisition permits and contracts generally continue and setting up a joint venture is easier.

What did Law No. 7554 change for mining investments?

Under the Law published in the Official Gazette on 24 July 2025, except for forests, in areas where other institutions’ permission is required the relevant institution must respond within three months; if it does not, the General Directorate gives it one additional month, and if no decision is notified by the end of that period the permission is deemed granted (Mining Law, Art. 7). Exploration periods and the rehabilitation fee were also reorganized.

Can mining activity start without an EIA decision?

No. Until a positive EIA decision is obtained, no approval, permit, incentive, construction or occupancy permit may be granted and the investment may not start; applications for these processes can, however, be made (Environmental Law No. 2872, Art. 10, as amended by Law No. 7554).

Can a foreign-owned mining company buy real estate in Turkey?

A Turkish company in which foreigners hold 50% or more of the shares or control the management may acquire real estate to carry out the activities in its articles of association; in military forbidden and security zones the permission of the General Staff or a command it authorizes, and in special security zones that of the governorship, is required (Land Registry Law, Art. 36).

What happens if a private landowner on the site does not agree?

Art. 46 of the Mining Law governs easement, usufruct and expropriation. If no agreement is reached with the owner, these routes come into play; the procedure and compensation are assessed separately.

What is the state royalty and is there a reduction?

The state royalty (devlet hakkı) is the state’s share of the income derived from extracting the mineral, payable by the license holder (Mining Law, Art. 3); its rates are set out in Art. 14. A reduction is provided for those who process the mineral they produce domestically in their own facility and create additional value (Art. 9).

Can a mining company transfer its profits abroad?

Yes. Net profits, dividends, sale and liquidation proceeds may be transferred abroad freely through banks (Law No. 4875, Art. 3/c); banks may ask for the general assembly resolution and tax documents before the transfer.

What is the time limit for challenging the cancellation of a mining license?

Unless a special law provides otherwise, an action for annulment must be brought before the administrative court within sixty days from the day following written notification (Administrative Judicial Procedure Law No. 2577, Art. 7). For EIA decisions, the time limit under the expedited procedure is thirty days (Art. 20/A). An interim order suspending the act can be requested where the conditions are met (Art. 27).

Is there an investment treaty between Canada and Turkey?

According to Turkey’s Ministry of Trade, Canada is not among the countries with which Turkey has signed a bilateral investment treaty, and the UNCTAD database lists no bilateral investment treaty between the two countries. A Canadian investor should plan international protection when structuring the investment.

Under which treaty did Canada’s Alamos Gold bring its arbitration claim?

In 2021 the company brought its claim through its Dutch subsidiaries under the Netherlands–Turkey Bilateral Investment Treaty, which was signed on 27 March 1986 and entered into force on 1 November 1989.

Can foreign engineers and managers work for a mining company in Turkey?

Yes, with a work permit. Work permits are granted to foreign personnel employed within the investment (Law No. 4875, Art. 3/g); permits are governed by Law No. 6735, which provides exceptions for qualified investors and for those employed in projects (Art. 16).

Is arbitration possible in a dispute with a Turkish partner?

Yes. Since a company into which foreign capital has been contributed counts as having a foreign element, International Arbitration Law No. 4686 can apply to disputes with the seat of arbitration in Turkey (Art. 2). Disputes over rights in rem in immovable property located in Turkey are outside its scope (Art. 1).

Related guides

• Legal Guide for Foreign Investors in Turkey — company formation, real estate, citizenship, tax and arbitration
• Yabancı Şirket Türkiye’de Maden Ruhsatı Alabilir mi? — Turkish version of this article
• Company Formation in Turkey for Foreigners — setting up the Turkish company: capital, documents, tax and work permits
• Investment Arbitration Against Turkey and ICSID — treaties, Turkey’s ICSID notification, preconditions and enforcement of awards
• Gold Investment and Gold Trading in Turkey for Foreign Investors — selling the gold produced, gold trading, imports and tax
• Altın Madeni Ruhsatı 2026 — gold mining licenses, periods, EIA, state royalty (in Turkish)
• Maden Ruhsatının Devri ve İpotekli Ruhsat — license transfer and mortgage (in Turkish)
• Doğrudan Yabancı Yatırımlar Kanunu (4875) — the Foreign Direct Investment Law (in Turkish)
• Dolaylı Kamulaştırma ve Yatırımcı Korumaları — indirect expropriation (in Turkish)