Recently great number projects have been initiated along with the increase in investments and demands as a result of the developments in the real estate market in Turkey. As these projects usually require high costs, how they will be financed is the first question running through the minds. In this sense, as is the case with other sectors real estate investments usually encounter financing problems, and new types of funding are being searched for by the investors, that may be alternative to taking out a loan. This is where real estate investment trusts (REIT) step in and open a new door for both investors and project owners operating in the promising real estate market. For, in the projects requiring full-scale investments such as shopping malls and business centers, both parties are confronted with the same problem, and at this point REITs play a crucial role as the problem-solver.
From this point of view, real estate investment trust mentioned above is defined by the “Communique on Principles of Real Estate Investment Trusts” as a type of capital market institution founded in order to invest in real estates, real estate projects and real estate-based rights. In that case, looking in terms of their areas of activity, REITs come into play concerning the funding of construction projects carried out by other persons; it is out of question for these establishments to undertake mentioned projects. REITs invest in real estates or projects, and distribute the profit gained from here to their partners as dividends.
Since these establishments are legal entities, it is important to consider and characterize them in legal terms. REITs may be founded in two ways as per Article 6 of the Communique. The trust may either directly be founded as a REIT, or joint-stock companies may be converted into a REIT. At this point specific conditions are stipulated for foundation of a REIT such as, being subjected to the provisions of Turkish Commercial Law regarding joint stock companies, as well as obtaining permission from the Capital Markets Board.
The requirements in order for the Board to approve an application for foundation or conversion of a REIT are:
- The REIC must have been founded in the form of a joint-stock company with registered capital or must be a joint-stock company and must have applied to the Board for shifting to registered capital system;
- In the case of foundation, its initial capital, or in the case of conversion, each of its existing paid or issued capital and shareholders’ equity shown should not be less than TL 30,000,000 and if it will operate a portfolio consisting solely of infrastructural investments and services, it should not be less than TL 100,000,000;
-Its name must contain the phrase “Real Estate Investment Trust” or it must have applied to the Board for change of its name so as to include this phrase;
-Its founding partners or existing partners must meet the conditions and bear the qualifications set forth in this Communiqué;
-Its articles of association must be in accordance with the provisions of the Law and this Communiqué, or must have applied to the Board in order to amend its articles of association in such manner to be adapted to the provisions of the Law and this Communiqué;
-Its general manager and members of its board of directors and must meet the conditions specified in this Communiqué, and its general manager must have been elected at the time of application for foundation or conversion and must have been appointed no later than the date of registration of foundation or amendments in articles of association in the trade registry, or if it will operate a portfolio consisting solely of infrastructural investments and services, must have been appointed within six months following the date of registration;
-Qualifications of assets included/to be included in its portfolio and their existing/future weights in total assets of the trust must be in conformity with qualifications and limitations specified in this Communiqué;
-In applications for foundation, if capital in kind is injected at the time of foundation, the value of capital in kind must have been determined and calculated pursuant to Article 9 of this Communiqué;
-It must have been duly committed to the Board that its shares equal to 25% of its initial capital or issued capital will be offered to public in accordance with the principles and within the period set forth in this Communiqué, or if will operate a portfolio consisting solely of infrastructural investments and services, will be offered to public or will be sold by private placement to qualified investors; and
-Its capital must not have been increased out of funds created by carriage of assets to current market value during the last two years.
Due to the fact that REITs are joint-stock companies by nature of their structures, they must both be subjected to the qualifications specific to joint-stock companies stipulated by the Turkish Commercial Code (TCC), and meet the requirements of their own legislation. In other words, a REIT should not only be satisfying the conditions set forth in TCC (board of directors, articles of association etc.) but also bearing the qualifications stipulated by the specific legislation.
With the “Communiqué on the Amendment to the Communiqué on Principles of Real Estate Investment Trusts” published in the Official Gazette dated 17 January 2017, a number of changes are made regarding the REITs. Significant amendments included in the Communiqué are briefly provided below:
-For a REIT that operates a portfolio consisting solely of infrastructural investments and services and if it carries out its activities only within the scope of production license or other similar privileges owned in relation with the infrastructure facilities, it shall not be required to satisfy; -the ratio stipulated in the second paragraph of Article 5,
-the requirement that ‘it should clearly be stated in their articles of association that minimum 75% of their total assets will be composed of infrastructural investments and services’, and -the requirement stipulated in the sub-paragraph (a) of first paragraph of Article 24.
-Most of the members of the board of directors who will be taking part in a REIT must have a bachelor’s degree, and at least three years of experience in the REIT’s areas of activity such as real estate, infrastructure, law, construction, banking and finance.
-Definition in the land registry, and actual purpose of use, and purpose of inclusion in portfolio, of the real estate to be included in the REIT’s portfolio must be consistent.
-And lastly, while appraising the rental values of the rented buildings such as shopping malls, business centers etc. that are included in the REIT’s portfolio, the building shall be appraised as a single unit.
For your questions and comments, please contact us at [email protected]
About the Website
The website www.kavlak.av.tr/ (“Web Site”) was launched by Fırat Barış Kavlak ve Ortağı Aygen Kavlak (hereinafter referred to as “Kavlak Law Firm” or “Kavlak”). All of the natural persons or legal entities (“User”) who access and/or use and/or make use of the Website (“User”) are required to carefully read these Privacy Policy (“Policy”) applicable to any use of the Site.
By reading this Policy, users are informed that the necessary information about the usage and sharing of information within the scope of the Website is made to them in accordance with the Turkish Code of Commerce (Turkish Commercial Code No. 6102, Turkish Code of Obligations No. 6098, Personal Data Protection Law No. 6698) and general ethical principles. Protection and confidentiality of the information you provide to us is very importance for us. Due to the many possibilities and risks offered by the Internet, we would like to inform you about the following issues regarding the protection of your information about the use of our Site.
1. What is Personal Data?
In the KVKK, personal data is defined as any kind of information related to a natural person who is either identified or identifiable. In this regard, your name, last name, e-mail address, and phone number that you share with us are defined as personal data.
2. What Personal Data Are We Collecting?
During your visit to the Website, two types of data can be collected;
Users of the Website accept and declare that all commercial and/or personal information (“Information”) they share with us within the Website or in any other way with their express consent is correct and up-to-date. In the event that such information belongs to another third party (“Third Parties”), Kavlak shall accept that the user shares such third party information with Kavlak as required as a result of the necessary information and consent in accordance with the relevant Law and legal arrangements and we, as Kavlak shall not assume and accept any legal and/or criminal liability thereof.
Kavlak, within the scope of your information collected through the website, we will provide you gradual information, in accordance with the relevant Law and legal regulations and we will provide detailed information about our legal reason in keeping your information, the purposes for which we use your information, and the persons and/or organizations that we transfer your information to.
3. What is the consequence of not providing personal data to Kavlak?
You do not have to provide all personal data contained in this Privacy Policy in order to use the Website or to contact us in any other way, but if certain personal data are not provided, you may not be able to fully respond to your requests or use legal services.
You may end your e-bulletin subscription or any other subscriptions you have started by using the Web Site at any time by using the methods specified in the relevant messages.
4. What is the purpose of personal data collection by Kavlak?
As Kavlak, we collect your personal data with an aim to provide you with services, fulfill our legal obligations, make the Website more functional, sent you our e-bulletin via e-mail in case you subscribe to our e-bulletin service, and inform you on new services, and recent developments within Kavlak and we process your personal information in this regard.
5. Why and to whom do we transfer your personal data?
We may share your personal data with our affiliates based in Turkey that we collaborate to improve our advisory services as well as institutions and organizations collectively representing us during the period of our business relationship with them and/or our business partners that we cooperate to conduct our activities. In addition, we may share your personal data with courts and other public institutions to fulfill our legal obligations provided that such personal data sharing shall be limited thereof.
6. How do we keep your personal data?
Your personal data shared with Kavlak are kept with proportionate administrative and technical measures taken in compliance with the applicable legal regulations, provisions of the KVKK, and Kavlak Law Firms standards.
However, even though we have taken necessary information security measures, if personal data is damaged or if it gets received by third parties as a result of attacks to the Website and/or Kavlak, the institutions and organizations required by the law and you will be immediately notified and and necessary measures will be taken.
7. How long do we keep your personal data?
As Kavlak, we keep your personal data in compliance with the KVKK. We will delete or destroy your personal data, or otherwise make your personal data anonymous to continue to use when the purpose of processing personal data is no longer in effect as per Article 7/f.1 of the KVKK and/or upon expiry of the period of limitation under which we are obliged to process your personal data as per the applicable legislation.
8. What are your rights pursuant to the KVKK?
Pursuant to Article 11 of the KVKK, you are entitled to make the requests listed below by submitting an application to us via our application form regarding your personal data:
– Request to learn about whether your personal data are processed,
– Request for information on your personal data if such personal data are processed,
– Request to learn about the purpose for processing your personal data and whether such personal data are used in compliance with their intended purpose,
– Request to learn about third parties to which such personal data are transferred in Turkey or abroad,
– Request for correction of your personal data in case of incomplete or inaccurate processing of such personal data,
– Request for deletion or destruction of personal data,
– Request for notification to third parties, to which such personal data are transferred, of the processes for correction and/or deletion or destruction of your personal data in case such personal data are processed in an incomplete or an inaccurate manner,
– Raise an objection to any result against the person arising out of any analysis of such personal data exclusively by means of automated systems, and
– Claim for compensation of damages in case of damage arising out of any illegal processing of such personal data thereof.
As Kavlak Law Firm, we will reply to your requests free of charge as soon as possible within 30 days based on the nature of such requests. However, in case such requests require for any additional costs, the fee stipulated in the tariff determined by the Board shall be payable.
9. What is consequence of processing personal data of children?
This Website is designed for use by people who are over the age of 18 by Kavlak and our Website is not intended for children. In the event that parents or guardians suspect that children under their supervision share their personal data through our Website, we ask that they contact us regarding their requests regarding this data. In such a case, the data shall be deleted immediately.
10. What is the scope of the Privacy Policy?
The legal owner of this Website is Kavlak Law Firm and the legal rights of the content and/or various items within the Website belong to Kavlak and in some cases to other third parties. Any copying, unauthorized copying or imitation of the contents or elements of the Website is prohibited on the basis of the applicable legislations and is subject to the permission of the respective legal right holder.
The Website contains links to the web sites of third parties. Kavlak declares that it does not accept any liability or obligations for any third-party sites and/or contents and that the user cannot be held liable for any damages incurred by them. Users are encouraged to review privacy policies on the third party websites they visit via the links included.
11. May changes occur in the Website or this Policy?
Kavlak may at any time modify and change this Policy, any legal and/or other texts, any technical elements, contents or features contained within the website. Any such changes shall be deemed to be valid upon the publication of the same on the Website and it is the personal responsibility of you as the users to carry out the necessary examinations and readings regarding such changes and Kavlak shall not have any legal and/or criminal liability in this context.
12. How users may contact with Kavlak?
You may contact with us, Kavlak Law Firm, directly by sending an e-mail to [email protected] to share any comments and suggestions or to ask your questions regarding this Privacy Policy.
We are kindly requesting you to read carefully of the below given Clarification Text on Protection of Personal Data and learn about our purpose of processing your personal data and your associated rights within this scope.
a) Data Controller
Your personal data shall be processed by Fırat Barış Kavlak ve Ortağı Aygen Kavlak (“Kavlak Law Firm”), as a data controller, according to the below explained scope, pursuant to Law No. 6698 on the Protection of Personal Data (“KVKK”).
b) Purpose of processing personal data
The personal data of our estimable online visitors to be obtained under the E-Mail Subscription shall be processed by Kavlak Law Firm with a limited manner to send you latest affairs of Kavlak Law Firm and inform you any events and/or conferences organized by Kavlak Law Firm and/or in cooperation with Kavlak Law Firm; and to communicate with you for promotion or other similar purposes.
c) Method and legal reasons for collecting personal data
The personal data to be collected from you shall be automatically processed on an electronic environment by basing explicit consent to be obtained from you as specified in Article 5 of the KVKK.
d) Personal Data Categories and Types
Within the scope of the E-Mail Subscription, the below-mentioned personal data shall be obtained from you:
e) Transferring Personal Data
Your personal data as specified in (d) sub-clause of this Clarification Text shall be transferred by Kavlak Law Firm to our business partners and service providers residing within country, in line with accomplishment of the purposes as specified in (c) sub-clause and with a limited manner for the data processing conditions as specified in Article 8 of KVKK and purposes of specified above.
f) Your rights concerning protection of personal data as a data subject
You may communicate your requests in writing, regarding the rights of data subject regulated by Article 11 of the KVKK according to the Communiqué on Application Methods and Principles to the Fata Controller to the below given address of Kavlak Law Firm: Nispetiye Cad. Seher Yıldızı Sok. No:23/11 Etiler, İstanbul or by e-mail to the following e-mail address: [email protected] over your personal e-mail address that is provided in E-Mail Subscription.
We are kindly requesting you to read carefully of the below given Clarification Text on Protection of Personal Data and learn about our purpose of processing your personal data and your associated rights within this scope.
a) Data Controller
Your personal data shall be processed by Fırat Barış Kavlak ve Ortağı Aygen Kavlak (“Kavlak Law Firm”), as a data controller, according to the below explained scope, pursuant to Law No. 6698 on the Protection of Personal Data (“KVKK”).
b) Purpose of processing personal data
The personal data of our estimable online visitors to be obtained under the E-Mail Subscription shall be processed by Kavlak Law Firm with a limited manner, in order to inform you and communicate with you regarding the current national and global legal regulations, up-to-date legislation and the latest publications of Kavlak Law Firm.
c) Method and legal reasons for collecting personal data
The personal data to be collected from you shall be automatically processed on an electronic environment by basing on the legal ground as specified in Article 5 of the KVKK, which reads as follows: “It is necessary for the legitimate interests of the data controller, provided that the fundamental rights and freedoms of the data subject are not harmed.”
d) Personal Data Categories and Types
Within the scope of the E-Mail Subscription, the below-mentioned personal data shall be obtained from you:
e) Transferring Personal Data
Your personal data as specified in (d) sub-clause of this Clarification Text shall be transferred by Kavlak Law Firm to our business partners and service providers residing within country, in line with accomplishment of the purposes as specified in (c) sub-clause and with a limited manner for the data processing conditions as specified in Article 8 of KVKK and purposes of specified above.
f) Your rights concerning protection of personal data as a data subject
You may communicate your requests in writing, regarding the rights of data subject regulated by Article 11 of the KVKK according to the Communiqué on Application Methods and Principles to the Fata Controller to the below given address of Kavlak Law Firm: Nispetiye Cad. Seher Yıldızı Sok. No:23/11 Etiler, İstanbul or by e-mail to the following e-mail address: [email protected] over your personal e-mail address that is provided in E-Mail Subscription.