Capital Markets Law in Türkiye: Public Offerings, CMB Compliance and Crypto Assets

Capital markets law is a compliance regime that starts the moment a company raises money from investors. A company that raises funds by selling shares or issuing bonds is no longer accountable only to its shareholders; it takes on obligations to disclose information to, and treat equally, everyone in the market. The weight of these obligations can be seen from the administrative and criminal sanctions provided for breaches.

The framework is set by Capital Markets Law No. 6362 (SPKn), and the details are regulated by communiqués of the Capital Markets Board (SPK). Communiqué numbers usually indicate the article of the Law on which they are based: for example, the Communiqué on Material Events carries the number II-15.1 and the Communiqué on Tender Offers II-26.1. Borsa Istanbul regulations and the Public Disclosure Platform (KAP) are also part of this framework.

Public offerings and prospectuses

A public offering of a company's shares requires the publication of a prospectus approved by the CMB. The prospectus is the document that explains to investors the company's business, financial position, risks, management structure and the terms of the offering. Preparation usually begins with a review of the company's corporate structure: aligning the articles of association with the registered capital system and CMB regulations, independent board members, committees and compliance with corporate governance principles.

A review is then carried out with the intermediary institution, the independent audit firm and legal counsel working together. Legal due diligence forms the basis for the information in the prospectus. Since the Law provides for the liability of the issuer and other persons listed in it for damage arising from false or incomplete information in the prospectus, this review should not be seen as a formality.

Obligations continue after the company goes public: periodic financial reports, material event disclosures and CMB rules on related party transactions and significant transactions apply.

Public disclosure and material events

A company whose shares are traded on the stock exchange must disclose to the public through KAP information and developments that may affect investment decisions. A large contract, a significant lawsuit, merger negotiations or a change in management may fall within this scope. The issue that causes most debate in practice is when the disclosure must be made. The Communiqué on Material Events allows disclosure to be postponed under certain conditions to protect legitimate interests; in that case, however, the confidentiality of the information must be ensured and the reasons for the postponement decision recorded.

Information that has not been disclosed to the public and may affect prices is called inside information. Keeping a list of persons with access to such information and preventing trading on the basis of it should be supported by the company's internal rules.

Tender offers, squeeze-out and sell-out rights

A person who acquires management control of a public company is, as a rule, obliged to make an offer to the other shareholders to buy their shares (SPKn Art. 26). This rule gives minority shareholders an opportunity to exit the company on a change of control. Whether the obligation arises, how the offer price is calculated and in which cases an exemption may be granted are regulated in Communiqué II-26.1.

SPKn Art. 27 establishes a two-way mechanism. A controlling shareholder that reaches the voting rights threshold set in the Communiqué (98 percent) has the right to squeeze out the remaining shareholders; when the same threshold is exceeded, minority shareholders also acquire the right to sell their shares to the controlling shareholder. For both routes, the price determination procedure and time limits are set out in detail in the legislation. For the general legal framework of transactions leading to a change of control, see the Mergers and Acquisitions page.

Debt instruments and collective investment schemes

As an alternative to bank loans, companies may issue debt instruments such as bonds, commercial paper or lease certificates (sukuk). Issues may be made through a public offering or without a public offering to qualified investors or by private placement. Each method has different requirements in terms of CMB approval, the issue document and public disclosure.

Collective investment schemes such as investment funds, investment companies and real estate investment trusts (REITs, GYO) are also subject to CMB regulations. Establishment permits, portfolio restrictions, valuation and founder-manager responsibilities are assessed separately for these entities. Investors active in real estate may also be interested in the Real Estate sector page.

Crowdfunding and crypto assets

Crowdfunding, regulated by SPKn Art. 35/A, allows ventures to raise equity-based or debt-based funds from a large number of investors through platforms licensed by the CMB. Whether the platform is licensed, the fundraising limits and the information provided to investors are the first matters to check, for both the entrepreneur and the investor.

For crypto assets, Law No. 7518, published in the Official Gazette of 2 July 2024, is a major turning point. Under Art. 35/B added to the SPKn by this Law, crypto asset service providers (such as trading platforms and custodians) must obtain CMB authorisation in order to be established and start operating; compliance with criteria set by TÜBİTAK for information systems and technological infrastructure is required. Rules on operations, transfers and custody are set out in Art. 35/C. The Board published the communiqués on the establishment and operating principles of these entities in 2025. As regulations in this area change rapidly, the CMB's current communiqués and announcements should be checked separately for each transaction.

CMB investigations, sanctions and offences

The CMB may open investigations and audits as a result of market surveillance; it may request information and documents and take interim measures. Administrative fines are provided for breaches of the Law and communiqués (SPKn Art. 103). Certain conduct that causes prices to form outside natural supply and demand but does not constitute an offence is separately sanctioned as market-disrupting conduct (Art. 104).

More serious breaches are defined as offences. Trading on inside information is insider dealing (Art. 106), and transactions and orders aimed at creating artificial prices, as well as spreading false or misleading information, fall within market manipulation (Art. 107). According to the CMB's explanations, transaction-based market manipulation carries imprisonment of three to five years and a judicial fine of five thousand to ten thousand days. For investigation procedures relating to these offences, see the White-Collar Crime page.

The administrative courts are open against the Board's acts, including administrative fines. Under Administrative Procedure Law No. 2577, an annulment action must, as a rule, be filed within sixty days of notification of the act (İYUK Art. 7). Responses given and documents submitted at the investigation stage are also decisive in any later action; the defence should therefore be prepared carefully from the first correspondence.

Common problems

A significant part of the problems in practice arise from corporate processes not being adapted to market rules. The main ones are delayed or incomplete material event disclosures, failure to obtain the required valuation reports for related party transactions, failure to assess a change in management control in terms of the tender offer obligation, and failure to monitor the trading of persons with access to inside information. In crowdfunding and crypto assets, transactions made through unlicensed platforms make it seriously difficult for investors to seek redress.

Our work in this area

We work on amendments to articles of association, legal due diligence and prospectus preparation for public offerings and debt issues; advise public companies on public disclosure, corporate governance and related party transactions; handle tender offer and squeeze-out procedures; advise on the licensing and compliance aspects of crowdfunding and crypto asset activities; and follow up CMB investigations and administrative and criminal proceedings. For matters relating to corporate structure, see the Commercial and Corporate Law page.

Main topics

Public offerings, prospectuses and CMB approval procedures
Public disclosure and material event disclosures (KAP)
Tender offers and squeeze-out and sell-out rights (Law No. 6362, Arts. 26–27)
Issues of debt instruments and lease certificates (sukuk)
Investment funds, investment companies and REITs
Crowdfunding and crypto asset service providers (Arts. 35/A–35/C)
CMB investigations, administrative fines and capital markets offences (Arts. 103–107)

Frequently asked questions

What conditions must a company meet for a public offering?

A public offering requires a prospectus approved by the CMB and meeting Borsa Istanbul's listing requirements. The company is also expected to align its articles of association with CMB regulations, prepare independently audited financial statements and comply with corporate governance principles. As the requirements vary according to the size of the company and the market on which it will be traded, the current regulations are examined separately in each file.

When does the tender offer obligation arise?

Where management control of a public company is acquired alone or together with persons acting in concert, a tender offer must, as a rule, be made to the other shareholders (SPKn Art. 26). The definition of management control, the calculation of the price and exemptions are regulated in Communiqué II-26.1.

Do crypto asset platforms have to obtain CMB authorisation?

Yes. Under Art. 35/B added to the SPKn by Law No. 7518, the establishment and operation of crypto asset service providers are subject to CMB authorisation. Compliance with technical criteria set by TÜBİTAK is also required in the authorisation process. Whether a platform is authorised can be checked from the lists published on the CMB's website.

What can be done against an administrative fine imposed by the CMB?

An annulment action may be filed in the administrative courts against the Board's acts, including administrative fines. The time limit for filing is, as a rule, sixty days from notification of the act (İYUK Art. 7). The content of the defence submitted during the investigation is also important at the litigation stage.

What is inside information and when does insider dealing occur?

Inside information is information that has not yet been disclosed to the public and is capable of affecting the price of a capital markets instrument. Trading on this information to obtain a benefit for oneself or another may constitute the offence of insider dealing (SPKn Art. 106). Companies reduce this risk by keeping a list of persons with access to inside information and setting trading prohibitions in internal rules.

Legislation and sources

The information on this page is general and does not constitute legal advice. As legislation may change, the current rules must be assessed separately for your particular situation.