Holding a company's real estate or equity stake for a long time does not mean that the entire sale gain is exempt from tax. The date the asset entered the company's assets, the sale date, its operational use, the collection of the sale price and the retention of the gain in a fund are assessed together. The corporate tax exemption and the value added tax (VAT) exemption rest on separate provisions; the existence of one does not automatically secure the other.
Legal Nature of the Practice and How It Differs from Other Obligations
The sale gain exemption is not a provision that removes the entire sale price from tax. The tax advantage depends on the eligible portion of the gain and on the conditions relating to acquisition, holding, collection and the fund. Corporate tax and VAT each require a separate legal review.
The 15 July 2023 Distinction for Real Estate
Law No. 7456 introduced an important transitional provision in the exemption for gains on the sale of real estate. Real estate held in the company's assets before 15 July 2023 may, where the conditions are met, benefit from the 25% gain exemption under the transitional provision. For real estate acquired after that date, the former general exemption does not continue. The 50% examples relating to earlier sale years in the guide should not be carried directly over to a 2026 sale. [1; Corporate Tax Law, Transitional Article 16]
Holding the asset for at least two full years is not sufficient on its own. The exclusion provision for assets held for the purpose of real estate trading or leasing is important. Housing stock that a construction company produces for sale together with its own administrative building is not assessed in the same way. Actual use and records are examined alongside the company's articles of association.
Applicable Corporate Tax Exemption Rate on Gains from Sales of Equity Stakes
For gains on the sale of eligible equity stakes and other specified assets under KVK Art. 5/1-e, Presidential Decision No. 9160 set the exemption rate at 50% effective 27 November 2024. Automatically applying the former 75% rate to new sales is incorrect. Whether the sold asset falls within the relevant provision and the other conditions are also checked separately.
The sale of a stake by a company and the sale of a partnership interest by a natural person are different taxation regimes. The two-year rule applicable to certain share sales by individuals does not replace the corporate exemption.
Why Collection and Fund Conditions Require Separate Timelines
The sale price must be collected by the end of the second calendar year following the sale year. The gain covered by the exemption must be kept in a special fund account until the end of the fifth calendar year following the sale year. Adding the fund to capital and withdrawing it from the business do not produce the same result. Partial collection and partial breach of the conditions may affect the exemption used.
For a 2026 sale, under the general conditions these two timelines are tracked separately: 31 December 2028 for collection and 31 December 2031 for retention of the fund. The procedure for determining in which accounting period the fund is to be created also applies separately. The fact that the tax advantage was obtained in the year of sale does not mean that the file can be closed in later years.
Example of the Distinction Between Gain and Sale Price
Suppose a real estate asset within the transitional scope is sold for 10,000,000 Turkish lira (TL), and the gain subject to tax is TL 4,000,000. If the other conditions are met, the 25% exemption applies to the gain of TL 1,000,000; it is not calculated as 25% of the TRY 10,000,000 sale price. The collection condition relates to the sale price. The amount protected by the fund condition is determined by keeping these two concepts apart.
Separate Review of the VAT Exemption on Sales of Real Estate and Equity Stakes
For real estate that entered the assets before 15 July 2023, the VAT transitional provision and the two-full-year condition are reviewed separately. Limits of scope such as holding for sale or real estate trading are important here too. Where newly acquired real estate falls outside the corporate tax exemption, the grounds for the VAT outcome must be recorded separately.
For deliveries of equity shares, the VAT provision, the nature of the instrument and special exemptions are examined together. Where the transaction falls under another statutory VAT exemption, the basis for it must be shown separately. Marking an "exempt sale" option in the accounting software does not replace the legal analysis.
Control Table to Prepare Before the Sale
| Stage | Check |
|---|---|
| Acquisition | Date of entry into assets, ownership and transitional date |
| Use | Operational need, or purpose of trading or leasing? |
| Sale | Gain, actual price and rate to be applied |
| Collection | Deadline, payment schedule and partial collection |
| Fund | Creation, monitoring and decisions on adding to capital |
| Other taxes | Effect of VAT, duties and minimum corporate tax |
Must the exempt gain also be deducted for the minimum corporate tax?
No. The exemption in ordinary corporate tax and the items that may be deducted from the domestic minimum corporate tax base are not the same. A second calculation must be added to the sale file.
Is the condition met if other real estate is acquired instead of the sale price?
Barter and non-cash considerations are examined separately in view of the purpose of the exemption and the collection condition. Not every exchange of assets can be treated as equivalent to a cash sale.
Title Deed, Actual Use and Time Limits in Company Transactions
In a real estate sale, the registration and the records of entry into assets are examined together. The fact that land has been in use for years in a building that was constructed does not automatically mean that the full value of the completed building has been held as an asset for the same period. Actual use, completion of construction and title deed documents are important. The scope of the exemption for an integral part and for a separate accessory is also not the same.
The law contains special provisions under which the acquisition date of assets transferred in a transfer or division may be taken into account by the previous company. By contrast, an ordinary intra-group sale cannot be equated with that regime. For assets returned from sale-and-leaseback or lease-certificate transactions, the transitional provisions in force on the transaction date are also examined. The 15 July 2023 amendment to the real estate exemption is particularly important in these calculations.
Barter, Assumption of Debt and Intra-Group Sales
The purpose of the exemption, namely strengthening the financial structure of the business, is assessed together with the real economic result of the sale. A sale for money, a barter, a transfer in satisfaction of a debt and expropriation are not the same form of transaction. In particular, transactions that appear to create liquidity only within a group must be examined for the exemption conditions and for conformity with arm's-length terms.
Which part of the exchange-rate difference and the maturity difference arising after the sale relates to the period in which the exempt gain was calculated is important. Every financial income arising later during collection of the sale price does not automatically take on the exemption rate of the original sale gain. The contract, the collection schedule, the receivable record and periodic valuation must be considered together.
Use of the Fund and Certification Control
Transferring the special fund set aside for the exempt gain to another account, withdrawing it from the business or a liquidation process may affect the tax outcome. Adding to capital and distribution to shareholders are not the same transaction. Even where the exemption rate was correctly applied, a breach of the fund condition in later years may have tax and related consequences.
The final section of the guide addresses the certification by a sworn financial adviser (YMM). The certification threshold for the relevant year, the effect of a full certification contract and the deadline for submitting the report must be checked. It should not be assumed that the exemption under review is completed merely by ticking the return box. The scope and conditions of the corporate tax exemption and of the VAT exemption must be tracked in separate working papers.
Within What Period Must the Sworn Financial Adviser's Certification Report Be Submitted for the Sale Gain Exemption?
General Communiqué No. 49 brings within certification the transactions above TL 500,000 under the relevant sale gain exemptions for the 2025 accounting period. This amount is not a fixed limit for all future accounting periods; in later periods the indexation method in the Communiqué and any specific determination are applied separately. [1]
The certification report must be sent electronically together with the corporate tax return or within two months following the end of the period for filing the return. Where a full certification report containing the necessary explanations for the relevant exemption exists, a separate exemption certification report is not required. [1]
Where the report is not submitted on time, the provision on the special administrative fine and the additional period of sixty days notified to the taxpayer come into play. If the report is still not submitted within that period, the right dependent on certification cannot be used. Preparing the report and sending it to the administration are different steps; the electronic transmission record must be kept in the file. Where an extension of the deadline applies to the period, it is also taken into account. [1]
Decision to Take Before the Transaction and the File to Prepare
Before signing the sale contract, determine the acquisition date and the purpose of use of the asset. Record separately the collection schedule for the sale price and the period during which the gain will be kept in the special fund. Before the transaction, examine whether a later transfer to the fund would cause the loss of the exemption.