A capital markets lawyer in Turkey advises on IPOs, tender offers and CMB rules for shares on Borsa Istanbul, where 2026 IPOs need TRY 3.6 billion in assets.
The work sits under the Capital Markets Law No. 6362 (Sermaye Piyasası Kanunu) and the Capital Markets Board of Turkey, known as the CMB or, in Turkish, Sermaye Piyasası Kurulu (SPK). The CMB approves prospectuses, licenses intermediaries and crypto asset service providers, sets disclosure rules and decides which market abuse cases reach a prosecutor. Borsa Istanbul lists and trades the securities; the Public Disclosure Platform (Kamuyu Aydınlatma Platformu, KAP) carries every announcement a listed company makes.
Foreign investors usually meet this system from one of three directions: they want to take a Turkish company public, they want to buy a meaningful stake in a company that is already listed, or they invest through Turkish funds and platforms. In each case the same thing tends to surprise them. Turkish capital markets law does not wait for you to step onto the exchange. It attaches obligations to thresholds, and the thresholds can be crossed quietly.
That is why the first question most clients ask is a plain one: what does a capital markets lawyer in Turkey actually do for a foreign investor? In practice, three things: maps which CMB rules a planned transaction will trigger before it is signed, prepares the documents the CMB and Borsa Istanbul will review, and manages the disclosures and deadlines that follow. Most of the value lies in the first of those, because a trigger noticed after closing can no longer be planned around.
Acquirers ask a sharper version: when does a private acquisition become a public obligation? The moment it delivers control of a listed company. Buying control of a listed Turkish company is the point at which the buyer becomes obliged to buy from everyone else: under Article 26 of Law No. 6362, acquiring more than 50 percent of the voting rights, or privileged shares that elect the board majority, requires a mandatory tender offer to all remaining shareholders, at a price the buyer does not freely set.
Issuers bring a different worry: how do experienced companies prepare for an IPO in 2026? Mostly out of sight. An IPO is a public event built in private: the financial statements, the restructuring of related-party dealings, the board with its independent members and the prospectus drafts are all settled months before the first announcement. Companies that try to do this work after the announcement usually meet the CMB’s questions with documents that are still changing.
And for investors who want to know where the line sits: which transactions bring a foreign investor under Turkish capital markets rules? Five come up most often: buying 5 percent or more of a listed company, acquiring management control of a listed company directly or through a foreign parent, offering securities or fund units to the public, running a crypto asset platform or custody service that serves residents of Turkey, and holding shares in an unlisted joint stock company whose shareholder base grows above 500.
Oznur & Partners advises foreign issuers, acquirers and investors on these questions from Istanbul. The firm is recognised by Legal 500 EMEA and Chambers & Partners for corporate immigration, a practice that meets capital markets law whenever investors use fund units to qualify for Turkish citizenship.
⚖️ What Does a Capital Markets Lawyer in Turkey Actually Do?
A capital markets lawyer in Turkey works on any transaction in which securities are offered, listed, acquired or traded under CMB supervision, and on the disclosure, governance and enforcement duties that follow from it.
The equity side covers initial public offerings on Borsa Istanbul, secondary offerings, rights issues, the mandatory and voluntary tender offers that accompany a change of control, squeeze-outs and delistings. The debt side covers corporate bonds and bills under the Debt Instruments Communiqué (VII-128.8) and lease certificates, the Turkish sukuk, under the Lease Certificates Communiqué (III-61.1). Funds, portfolio management companies and crowdfunding platforms form a third area, and since July 2024 crypto asset service providers form a fourth.
Underneath every one of these sits the same discipline. The lawyer’s job is to know which provision a transaction touches before the client touches it. A board resolution, a share purchase agreement or a group restructuring abroad can each start a regulatory clock in Turkey. The legal work is mostly simulation: running the transaction on paper, step by step, and asking at each step whether a threshold, a disclosure or a CMB filing has been triggered.
The second half of the work is defensive. Listed companies, their shareholders and their managers can face CMB administrative proceedings, trading bans and, in the most serious cases, criminal investigations for insider trading or manipulation. Here the lawyer’s role shifts from planning to defence, and the timeline is set by the regulator rather than the client.
For foreign investors there is a practical layer on top. Turkish capital markets documents are prepared in Turkish, the CMB corresponds in Turkish, and KAP announcements must go out on time regardless of time zones. An investor in London, Dubai or Shanghai needs a counsel who can translate not only the language but the regulatory rhythm, so that a decision taken abroad does not miss a deadline that runs in Istanbul.
⚖️ When Can Turkish Capital Markets Law Reach a Company That Never Went Public?
Turkish capital markets law can reach a company that never offered a single share to the public: an unlisted joint stock company becomes a deemed public company once it has more than 500 shareholders, and a foreign group acquisition can create tender offer duties in Turkey without anyone buying a share on Borsa Istanbul.
What looks like a private company is, from the CMB’s perspective, a public one as soon as the shareholder count crosses 500. Article 16 of Law No. 6362 treats the shares of such an unlisted joint stock company as offered to the public. No offering, no prospectus and no decision of the company is needed; the count alone does it. Within two years the company must apply for its shares to be traded on the exchange, and if it does not, the CMB decides on its own motion either to have the shares traded or to take the company out of the regime.
The companies that cross this line rarely plan to. Family companies that have passed through two or three generations of inheritance, companies that granted shares to large numbers of employees, and companies that sold small stakes to customers or distributors over the years are the usual examples. Companies that raised money through licensed equity crowdfunding are excluded from the rule, which is one reason crowdfunding is now the regulated route for broad shareholder bases.
The second surprise sits higher up the corporate chain. A mandatory tender offer is triggered by acquiring management control of a listed Turkish company directly or indirectly. When a foreign buyer acquires a parent company abroad that controls a listed Turkish subsidiary, the change of control reaches Istanbul too. The buyer may owe a tender offer to the minority shareholders of a company it never targeted, unless the CMB grants an exemption, for example where the Turkish company is a small part of the parent’s total assets.
Both situations share a pattern. The investor sees an ordinary corporate event: an inheritance, an employee plan, a global acquisition. The regulator sees a change in who owns a company the public can invest in. That gap between how a transaction looks and how the law classifies it is where a capital markets lawyer in Turkey earns the fee, because the classification decides the deadlines.
⚖️ Why Foreign Investors Get Caught Out by Turkish Market Rules
Foreign investors are most often caught out by Turkish capital markets rules in four places: disclosure thresholds crossed without notice, shareholders treated as acting together, offers to Turkish residents made from abroad, and documents prepared under foreign market habits.
Disclosure comes first. Anyone who reaches or falls below 5, 10, 15, 20, 25, 33, 50, 67 or 95 percent of the capital or voting rights of a listed Turkish company must disclose it on KAP. Investors used to longer reporting windows elsewhere are often surprised by how short the Turkish deadline is: the announcement is due by 09:00 on the third business day after the transaction. A fund that buys on a Monday in New York and reports at the end of the month is already late.
Acting in concert is the second trap. Thresholds and tender offer duties count the shares of persons acting together, not only the shares of a single buyer. Two investors who coordinate their votes, a family whose members buy separately, or a sponsor and its co-investors can be treated as one holder. A shareholders’ agreement drafted for a private company and then carried into a listed one can create exactly this result, which is why a shareholders’ agreement needs a capital markets review before listing.
The third trap is offering from abroad. Marketing securities, fund units or crypto services to residents of Turkey without a CMB authorisation is unauthorised capital markets activity, and the question is where the offer is aimed, not where the company sits. A Turkish-language website, targeted advertising or a local office points toward Turkey. Offshore crypto platforms learned this in 2024, when the new crypto rules gave them a fixed period to stop serving Turkish residents.
The last is documentation. Prospectus drafts, valuation reports and board resolutions written to foreign standards often have to be rebuilt to match CMB templates. Related-party transactions that were routine in a private group, such as intra-group loans or royalty payments, need to be repriced or disclosed before listing. These are not reasons to avoid the Turkish market; they are reasons to start the preparation earlier than investors expect.
Planning a stake, a takeover or an IPO involving a Turkish listed company?
We map the CMB triggers, deadlines and disclosures of your transaction before you sign, so nothing starts running unplanned.
⚖️ Taking a Company Public in Turkey: 2026 IPO Thresholds and Steps
A company applying for an IPO in Turkey in 2026 must show total assets of at least TRY 3.6 billion and net sales of at least TRY 1.8 billion on its 2025 financial statements, under the CMB decision of 30 December 2025 (No. 68/2461).
Applicants still relying on 2024 financial statements in 2026 must show total assets of at least TRY 2.4 billion and net sales of at least TRY 1.2 billion. The CMB re-evaluates the IPO thresholds every year, and the figures are measured on amounts adjusted for purchasing power as of the relevant year-end. A company that qualified for an IPO under the 2025 thresholds may therefore need a fresh assessment for a 2026 application.
Lower thresholds apply to companies in energy, chemicals, agriculture, defence and advanced technology. For these sectors, the 2026 rules require total assets of at least TRY 1.8 billion and net sales of at least TRY 900 million on 2025 financial statements, or TRY 1.2 billion and TRY 600 million on 2024 statements. The sector classification is assessed on the company’s actual activity, not its stated objects.
Smaller IPOs carry structural conditions. Where the market value of the shares offered is below TRY 950 million, excluding over-allotment, the issuer must make additional shares equal to 25 percent of the nominal value of the offered shares available, with existing shareholders’ pre-emption rights fully restricted. Where the offering is below TRY 750 million, the intermediary institutions must underwrite all unsold shares.
An IPO on Borsa Istanbul follows a fixed sequence of steps under the Share Communiqué (VII-128.1). The order matters, because the CMB reviews the prospectus against the company as it stands on the application date, and changes made after filing restart parts of the review:
- Restructuring and legal due diligence: articles of association, related-party dealings, share classes and board composition aligned with listed-company rules.
- Independently audited financial statements prepared under Turkish Financial Reporting Standards.
- Appointment of an authorised intermediary institution to lead the offering.
- Application to the CMB for approval of the prospectus and to Borsa Istanbul for listing.
- CMB approval, publication of the prospectus and the price-setting and distribution period.
- Allocation, settlement and the first trading day on the relevant Borsa Istanbul market.
Listing is not the end of the preparation. From the first trading day, the company is subject to disclosure, governance and insider rules. A pre-IPO legal due diligence review usually reveals more remedial work than the prospectus itself, and companies that start from a limited company must first convert to a joint stock company, as explained in LLC vs JSC in Turkey.
⚖️ Mandatory Tender Offers: Buying Control of a Listed Turkish Company
A buyer that acquires management control of a listed Turkish company must apply to the CMB within six business days and launch a mandatory tender offer to the remaining shareholders within two months, under Article 26 of Law No. 6362 and the Tender Offer Communiqué (II-26.1).
Management control has two alternative tests. Holding more than 50 percent of the voting rights is control. Holding privileged shares that allow the holder to elect the majority of the board, or to nominate the majority of board candidates at the general assembly, is also control, whatever percentage of the capital those shares represent. Meeting either test, alone or together with persons acting in concert, triggers the obligation.
The offer period must last at least 10 and at most 20 business days, and the offer must start within six business days after the CMB approves the information form. A mandatory tender offer cannot be made conditional. Shareholders are free to accept or ignore it, so the buyer must be ready to acquire every remaining share at the offer price, with the financing for the full amount in place before launch.
The offer price follows fixed rules. For a direct change of control in a traded company, the price is the higher of the six-month average of daily adjusted weighted average prices before the announcement and the highest price the buyer paid for the same share group in the last six months. For an indirect change of control, such as an acquisition of a foreign parent, the highest of the appraisal value, the highest price paid in six months and the six-month average applies.
A buyer can apply to the CMB for an exemption within six business days after the obligation arises. Recognised grounds include a control change at parent level where the Turkish company’s share of the parent’s total assets does not exceed 10 percent, privatisations, mergers in which dissenting shareholders are bought out, inheritance and transfers required by law. An exemption is a CMB decision, not an automatic right, and the application must explain the economic substance of the transaction.
Missing a tender offer has immediate consequences. The voting rights of the buyer and persons acting with it are frozen from the date of the violation and remain frozen until the offer is completed. The CMB can also impose an administrative fine of up to the total value of the shares that should have been offered. For acquisitions planned through a mergers and acquisitions process, the tender offer cost belongs in the purchase price model from the first term sheet.
⚖️ Squeeze-Out, Sell-Out and Leaving Borsa Istanbul
A shareholder that reaches 98 percent of the voting rights of a listed Turkish company, alone or with persons acting in concert, can squeeze out the remaining minority, and the minority gains a matching right to sell, under Article 27 of Law No. 6362 and the Squeeze-Out and Sell-Out Rights Communiqué (II-27.3).
The 98 percent threshold counts voting rights, not capital, and voting privileges are disregarded in the calculation. Shares acquired through bonus issues, inheritance or share buybacks do not create the right on their own. Neither the squeeze-out right nor the sell-out right can be exercised within two years after the shares first trade on the exchange, which prevents a newly listed company from being taken private immediately.
The sell-out window comes first. After the controlling shareholder’s announcement, the company must have a valuation report prepared and publish its summary within one month. Minority shareholders then have two months from that publication to sell their shares at the regulated price. The two-month period is a forfeiture period: a minority shareholder who misses it loses the sell-out option and waits for the squeeze-out.
The squeeze-out follows within days. Within three business days after the sell-out period ends, the controlling shareholder applies to the company with a bank guarantee or blocked cash covering the full price of the remaining shares. The board decides within five business days, the CMB application follows, and the price is paid within three business days of CMB approval. The remaining shares are cancelled when the capital change is registered.
The squeeze-out price for companies on the Borsa Istanbul Star Market (Yıldız Pazar) is the arithmetic mean of the one-month average of daily adjusted weighted average prices and the valuation report value. For other markets the same calculation uses a six-month period, and for unlisted shares the valuation report value applies. When the squeeze-out coincides with a change of control, the higher of this price and the mandatory tender offer price applies.
A completed squeeze-out takes the company out of the scope of the Capital Markets Law. Delisting without reaching 98 percent is much harder: a general assembly resolution alone does not take a company off Borsa Istanbul. Investors planning a take-private or exit usually combine a voluntary tender offer to approach 98 percent with the squeeze-out procedure.
⚖️ Disclosure Duties After Listing: KAP, Ownership Thresholds and Governance
A company listed on Borsa Istanbul must disclose inside information on KAP as soon as it arises, publish quarterly financial statements with independently audited half-year and annual reports, and keep at least one third of its board, and never fewer than two members, independent.
The Material Events Communiqué (II-15.1) governs ongoing disclosure. Inside information that could affect investment decisions must be disclosed promptly, unless the company decides to delay disclosure under the conditions the communiqué sets. The company must also respond to exchange requests about unusual price or volume movements and comment on market rumours without waiting for a request. Changes in general company information must be updated on KAP within two business days.
Ownership disclosures apply to shareholders as well as the company. Anyone reaching or falling below 5, 10, 15, 20, 25, 33, 50, 67 or 95 percent of the capital or voting rights must disclose it on KAP by 09:00 on the third business day after the transaction. Managers with administrative responsibility and persons closely related to them must also report their dealings in the company’s shares once their 12-month total reaches the amount the CMB sets.
The Corporate Governance Communiqué (II-17.1) makes several principles mandatory for listed companies. The independent board members must make up at least one third of the board, rounded up, and at least two. A five-member board therefore needs two independent members and a seven-member board needs three. At least half of the independent members must be Turkish tax residents, which foreign-controlled companies need to plan when nominating candidates.
Related-party transactions above the thresholds set in the Corporate Governance Communiqué need the approval of a majority of the independent board members. If the independent members reject such a transaction, the company must disclose it and put it to the general assembly, where the related parties cannot vote. The full set of governance duties is published by the CMB under obligations of listed companies, and the corporate governance page covers how boards are structured for them.
⚖️ Insider Trading and Market Manipulation: Investigation and Defence
Insider trading in Turkey is punishable by three to five years’ imprisonment or a judicial fine of at least twice the benefit obtained, under Article 106 of Law No. 6362, and prosecution cannot start without a written application by the CMB to the public prosecutor.
Transaction-based market manipulation under Article 107/1 of Law No. 6362 carries three to five years’ imprisonment together with a judicial fine of 5,000 to 10,000 days, and the fine cannot be lower than the benefit obtained. Information-based manipulation under Article 107/2, such as spreading false or misleading information to influence prices, carries three to five years’ imprisonment together with a judicial fine of up to 5,000 days.
The CMB’s written application under Article 115 of Law No. 6362 is a condition of prosecution for these offences. The CMB first examines the trading records, often with the exchange’s surveillance data, and the persons concerned are typically asked for their written defence before the CMB decides. That administrative stage is the most important point for the defence, because the facts recorded there frame the criminal file that may follow.
Administrative measures run alongside the criminal track. The CMB can impose administrative fines, temporarily ban persons from trading on the exchange and restrict the accounts used in suspicious transactions. These measures do not depend on a criminal conviction, and they can be challenged before the administrative courts. A person facing both tracks needs a single defence strategy, because a statement made in one proceeding is read in the other.
Foreign investors are most exposed through information flows rather than trading. A foreign shareholder that receives non-public information from a listed subsidiary, an adviser working on a transaction or a fund manager discussing a potential deal can all become insiders under Turkish law. An insider list and information barriers set up at the start of a transaction are the practical protection; a criminal defence lawyer joins the team when an investigation has already begun.
⚖️ Crypto Asset Service Providers Under the Capital Markets Law
Crypto asset trading platforms and custody providers serving residents of Turkey need an authorisation from the CMB under Law No. 7518, which amended the Capital Markets Law and entered into force on 2 July 2024 (Official Gazette No. 32590). The same law sets criminal penalties for unauthorised crypto services and protects customer assets from the provider’s creditors.
Law No. 7518 brought crypto asset service providers inside the Capital Markets Law and gave the CMB the power to authorise and supervise them. Authorisation depends in part on meeting the information systems and technology criteria set by the Scientific and Technological Research Council of Türkiye (Türkiye Bilimsel ve Teknolojik Araştırma Kurumu, TÜBİTAK). The detailed licensing rules were published in March 2025 in Communiqués III-35/B.1 and III-35/B.2.
Customer assets held by a crypto asset service provider are protected by law. Customers’ crypto assets are kept primarily in their own wallets, and assets held by the provider must be kept with banks or authorised custodians. Customer assets cannot be seized, pledged or included in the provider’s bankruptcy estate because of the provider’s own debts. Crypto assets and the cash held for crypto transactions are not covered by deposit insurance.
The CMB publishes a temporary list of providers that declared their intention to operate during the transition period. Inclusion on that list does not mean a provider has been authorised; the CMB states this expressly on the list itself. Investors and business partners should therefore check a provider’s actual authorisation status rather than its presence on the list.
Providing crypto asset services without authorisation is a criminal offence punishable by three to five years’ imprisonment and a judicial fine. An offshore platform is treated as serving Turkish residents if it uses a Turkish-language website, runs marketing aimed at Turkey or has a workplace in Turkey. Platforms also fall under the anti-money laundering regime as obliged parties, which the MASAK compliance page explains.
⚖️ Investing Through Borsa Istanbul and Turkish Funds as a Foreigner
A foreign investor can buy shares on Borsa Istanbul through a CMB-licensed brokerage firm with a passport and a Turkish tax number, and the shares are held in the investor’s own name at the Central Registry Agency (Merkezi Kayıt Kuruluşu, MKK).
Non-resident investors pay 0 percent withholding tax on gains from selling shares traded on Borsa Istanbul under Provisional Article 67 of the Income Tax Law No. 193, with certain exceptions such as investment trust shares. Dividends paid by Turkish companies to non-resident individuals and companies are subject to 15 percent withholding tax under Presidential Decision No. 9286 of 22 December 2024. A double tax treaty can reduce the dividend rate if a residence certificate is filed before payment.
Turkish citizenship can be acquired through capital markets instruments. A foreign investor who buys at least USD 500,000 of participation shares in real estate investment funds or venture capital investment funds, and holds them for three years, qualifies for the citizenship route. The foreign currency must be sold to a Turkish bank before the fund purchase, and the shares are blocked in a citizenship sub-account at MKK for the holding period.
The CMB issues the certificate of eligibility for the citizenship application within two business days after MKK confirms the investment. Lifting the block to sell or transfer the shares before three years ends the citizenship process, and any pledge, attachment or injunction on the shares during the holding period also breaks the condition. The route and its family scope are explained on the fund-based citizenship page.
This page covers securities issued, offered or traded under the Capital Markets Law. Bank loans, syndicated financing, security packages and licensing by the Banking Regulation and Supervision Agency fall under a separate regime, covered on the banking and finance lawyer page, even where the same group also has listed shares.
⚖️ Turkish Capital Markets Triggers at a Glance
The table below lists the transactions that most often bring a foreign investor under Turkish capital markets rules in 2026, with the legal basis and the first deadline each one starts. Deadlines are counted from the transaction or the triggering event, not from the date the investor learns that a rule applies.
| Transaction or event | Legal basis | What it triggers | First deadline |
|---|---|---|---|
| Reaching or falling below 5% to 95% of a listed company | Communiqué II-15.1 | KAP ownership disclosure | 09:00 on the third business day |
| Acquiring management control, directly or through a parent | Law 6362 Art. 26; II-26.1 | Mandatory tender offer | CMB application in 6 business days; offer within 2 months |
| Reaching 98% of voting rights | Law 6362 Art. 27; II-27.3 | Sell-out right, then squeeze-out | Valuation summary within 1 month; sell-out window 2 months |
| Unlisted JSC with more than 500 shareholders | Law 6362 Art. 16; II-16.1 | Deemed public company status | Exchange application within 2 years |
| Initial public offering | Share Communiqué VII-128.1; CMB decision 68/2461 | Prospectus approval and listing | TRY 3.6bn assets / TRY 1.8bn sales on 2025 accounts |
| Crypto platform or custody serving Turkish residents | Law 7518; III-35/B.1 | CMB authorisation | Before any service to Turkish residents |
| USD 500,000 in real estate or venture capital fund units | Citizenship Regulation; CMB eligibility | Citizenship eligibility certificate | 3-year holding, blocked at MKK |
Each row starts its own clock, and several rows can apply to a single transaction. A foreign acquisition of a group with a listed Turkish subsidiary, for example, can trigger an ownership disclosure, a tender offer analysis and, if the buyer later reaches 98 percent, a squeeze-out timetable. Current disclosures for every listed company are available on KAP, and listing rules are published by Borsa Istanbul.
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Whether you are preparing a Turkish company for an IPO, acquiring a stake in a listed company or facing a CMB examination, our Capital Markets Lawyers in Istanbul map the triggers, deadlines and disclosures before they start running.
Turkish capital markets law is rarely triggered by the transaction an investor thinks it is doing. It is triggered by a count, a percentage or a change of control that happens along the way. The investors who move through it calmly are the ones who ran the transaction on paper first and knew which clock each step would start.