Capital Markets Law in Turkey

Borsa Istanbul has had at least one IPO a week in each of the last three years, a pace few exchanges anywhere in the world have matched, and as of February 2026, the Equity Market carried 656 listed companies with a combined market capitalisation of roughly TRY 20 trillion. That growth has come with regulatory detail most general guidance to Turkish capital markets law glosses over: specific listing thresholds that differ by market tier, a “deemed public company” rule that pulls a business into the capital markets regime once it crosses 500 shareholders regardless of whether it ever intended to go public, and a venture capital fund framework that was substantially rebuilt as recently as November 2025.

This guide covers the capital markets legal framework, the IPO and prospectus approval process, Borsa Istanbul’s listing tiers and thresholds, the 500-shareholder rule, secondary offerings, and the venture capital fund regime relevant to private investment structuring.

Legal Notice: This page provides general legal information for educational purposes only. It does not constitute legal advice. For guidance specific to your situation, please consult a qualified attorney.

The Legal Framework

Turkish capital markets are governed by Capital Markets Law No. 6362, which entered into force on 30 December 2012, replacing the prior 1981 legislation and substantially aligning Turkish practice with EU directives and IOSCO international standards. The Capital Markets Board (SPK/CMB) is the primary regulator, supervising issuers, intermediary institutions, portfolio management companies, investment advisors, and rating agencies, and issuing the secondary communiqués that provide the operational detail behind the law’s general principles, including the Share Communiqué (VII-128.1), the Prospectus Communiqué (II-5.1), and the Communiqué on the Sale of Capital Market Instruments (II-5.2).

Borsa İstanbul A.Ş., established when Capital Markets Law No. 6362 came into force and beginning operations on 5 April 2013, is the sole securities exchange entity in Turkey, combining the former Istanbul Stock Exchange, the Istanbul Gold Exchange, and the Turkish Derivatives Exchange under one structure. It is itself a joint-stock company subject to private law, partially owned by the Turkish Treasury, and operates under SPK’s regulatory and supervisory authority.

Borsa Istanbul’s Market Structure and Listing Thresholds

This is the area where general guidance is least useful, because the requirements differ meaningfully by which specific market tier a company is targeting, and treating “listing on Borsa Istanbul” as a single undifferentiated process obscures the decision that actually needs to be made early.

Equity Market listings are organised across several tiers: BIST Stars Market (the main board for larger, more established issuers), BIST Main Market, BIST SubMarket, a Watch List, an Equity Market for Qualified Investors/Institutional Buyers, a Structured Products and Fund Market, and a Pre-Market Trading Platform for companies that are publicly held within the scope of the Capital Markets Law but not yet listed on the Exchange itself.

Each market tier carries its own minimum market value for the shares being offered, its own minimum public float (free float) requirement, and additional eligibility conditions, including a requirement that a minimum period, generally two years, must have passed since the issuer’s incorporation, and a minimum shareholders’ equity to capital ratio assessed against the most recent independently audited financial statements. As an indicative figure for the lighter-touch tier, BIST SubMarket has carried a minimum market value threshold in the region of TRY 40 million, though the SPK adjusts the specific revaluation-linked figures across the Capital Markets Law and related regulations annually, most recently through a Board decision dated 30 December 2025 (No. 68/2461), published in CMB Bulletin No. 2025/68, setting the figures applicable from 2026. Any specific listing plan should be assessed against the current year’s published thresholds rather than a previously cited figure, given how regularly these are revised.

Only joint-stock companies (Anonim Şirket/Ortaklık, A.Ş.) are eligible to have their shares admitted to trading, a point directly relevant to the entity structuring decisions covered in our Joint Stock Company Formation guide, since a company planning an eventual listing should generally be structured, or converted, into an A.Ş. well ahead of the listing process itself rather than as a late-stage scramble.

The 500-Shareholder Rule: Becoming Public Without Choosing To

This is a structural feature of Turkish capital markets law that catches some growing private companies by surprise, and it deserves more attention than it typically receives in general guidance.

Under Capital Markets Law No. 6362 and its sub-regulations, a company whose number of shareholders reaches a defined threshold, 500 shareholders, is deemed a public company within the scope of the Capital Markets Law, regardless of whether it ever conducted a public offering or sought this status voluntarily. Once a company crosses this threshold, it must apply to Borsa Istanbul within two years to have its shares listed and traded. If the company fails to do so within that window, the CMB is authorised to decide either to have the company’s shares listed and traded on Borsa Istanbul regardless, or to take the company outside the scope of the Capital Markets Law entirely, in which case it can no longer be treated as a listed company and reverts to private status.

Why this matters practically: Businesses with broad employee share ownership programmes, family companies with shares distributed across many relatives over generations, or companies that have raised capital from a large number of smaller investors over time, can cross the 500-shareholder threshold without any deliberate decision to go public, simply as a function of ordinary share issuance or transfer activity. We assess shareholder count as part of ongoing corporate governance review for clients with broad or growing shareholder bases specifically to avoid an unplanned, deadline-driven listing decision, or an unwanted reclassification, being forced by share register growth that nobody was tracking against this threshold.

The IPO Process

Internal Preparation

Before any regulatory filing, the company forms an internal working group, typically drawing on finance, legal, and public relations functions, and appoints external advisers: a licensed intermediary/brokerage institution (required, and itself authorised by the CMB), legal counsel, and an independent audit firm selected from the CMB’s authorised list. For larger offerings, companies often appoint a consortium of brokerage houses rather than a single firm, with one identified as the lead.

Articles of Association Amendment

The company’s articles of association must be reviewed and amended to comply with capital markets regulations before listing, removing any clauses restricting free transferability of the shares to be traded or limiting shareholders’ ability to exercise their rights, with the proposed amendments submitted to the CMB for review alongside the broader application.

Financial Statements and Audit

Financial statements must be prepared in accordance with capital markets accounting standards and audited by an independent audit firm from the CMB’s authorised list, under a formal audit engagement.

Prospectus Preparation and CMB Approval

A prospectus, disclosing the number of shares offered, the offering price (or pricing mechanism), allocation criteria, and the company’s financial position, business, and risk factors, is prepared and submitted to the CMB for approval under the Prospectus Communiqué (II-5.1). If the CMB identifies deficiencies, the company is notified, generally within 10 business days of the application, and required to address them before approval can proceed, as this is a normal part of the process rather than a sign of a flawed filing, and well-prepared applications still typically go through at least one round of clarification. Once approved, the prospectus must be published, on the issuer’s own website within 15 business days of approval and on the Public Disclosure Platform (KAP), ensuring investors have access to the complete offering documentation before the offer proceeds.

Pricing and Book-Building

The offer price is determined by the appointed brokerage/investment house(s) based on a formal Price Evaluation Report, with neither Borsa Istanbul nor the CMB intervening directly in price-setting. Where the IPO proceeds through a capital increase (rather than an offering of existing shareholders’ shares), the general assembly must approve the capital increase and a corresponding restriction of existing shareholders’ pre-emptive subscription rights, consistent with Turkish Commercial Code No. 6102 requirements for capital increases generally. The offering then proceeds to book-building (demand collection), where shares are allocated to investors under the Communiqué on the Sale of Capital Market Instruments (II-5.2) and Borsa Istanbul’s own rules.

Borsa Istanbul Listing Application

In parallel with, or following, CMB prospectus approval, the company applies to Borsa Istanbul itself for admission to the relevant market tier, which represents a separate application and review process from CMB approval, though the two are typically coordinated to optimise the overall timeline. Foreign issuers seeking a Borsa Istanbul listing follow a parallel process under the Exchange’s Listing Directive, and benefit from specific discounts on listing fees applicable to foreign issuers.

Ongoing Obligations for Listed Companies

Once listed, a company is subject to continuing public disclosure obligations through KAP, periodic financial reporting, and corporate governance principles set by SPK and Borsa Istanbul, covering matters including board composition, related-party transaction approval, and minority shareholder protections. Failure to comply can result in administrative fines, trading suspensions, or delisting by SPK decision. Borsa Istanbul itself can permanently delist a company by board resolution where, among other grounds, the company fails its disclosure obligations, does not comply with Exchange regulations or provides false or deficient information, suspends operations for longer than one year without a Borsa Istanbul-accepted justification, is adjudged bankrupt or enters liquidation, or its financial position deteriorates to the point it cannot continue operating.

Secondary Offerings

Listed companies raising further capital can structure secondary offerings as rights issues to existing shareholders (preserving their proportional ownership through preferential subscription rights), public offerings to new investors, or private placements to qualified institutional investors, each following its own specific procedural requirements under Capital Markets Law No. 6362 and related communiqués, generally with a lighter review burden than a first-time IPO given the issuer’s existing public disclosure history.

Venture Capital Funds: The November 2025 Overhaul

This is recent enough, and relevant enough to private investment structuring, that it deserves its own treatment separate from the public listing process described above.

The Regulation on Participation in Venture Capital Funds and Venture Capital Practices was published in Official Gazette No. 33091, dated 28 November 2025, and entered into force on publication, substantially restructuring the framework for venture capital investment funds (girişim sermayesi yatırım fonları) that channel capital into Turkish startups and growth companies, being the same fund structures referenced in our Startup Law guide in connection with SAFE-style investment instruments. This followed an earlier 2025 amendment to the Communiqué on Principles Regarding Venture Capital Investment Funds (III-52.4), which had already extended formal recognition to “contracts granting future share rights” as a valid fund investment category. Fund managers, qualified investors, and startups structuring rounds involving Turkish venture capital investment funds should confirm current compliance against this November 2025 regulation specifically, given how recently it was introduced and how much it changed relative to the framework that preceded it.

Real Estate Investment Funds and Trusts

Beyond traditional equity and venture capital structures, Turkish capital markets law also provides for Real Estate Investment Trusts (REITs) and Real Estate Investment Funds, regulated under their own SPK communiqués (including amendments to the Communiqué on Principles Regarding Real Estate Investment Funds, III-52.3), structures directly relevant to clients pursuing the REIT route to Turkish citizenship by investment, where the underlying investment vehicle is itself a capital markets instrument subject to this same regulatory framework.

Frequently Asked Questions

How long does an IPO take in Turkey?

This varies by company readiness and offering size, but the CMB prospectus review alone typically spans several months given the detailed regulatory review involved, before the Borsa Istanbul listing application and book-building process follow. A realistic end-to-end timeline should be modelled for each specific transaction rather than assumed from a generic industry figure.

Can a private company become subject to capital markets law without intending to go public?

Yes. Once a company’s shareholder count reaches 500, it is deemed a public company under Capital Markets Law No. 6362 regardless of intent, and must apply for Borsa Istanbul listing within two years or face a CMB decision either forcing the listing or removing the company from the scope of the law entirely.

What are the minimum requirements to list on Borsa Istanbul?

These vary by market tier (BIST Stars, Main Market, SubMarket, and others), each with its own minimum market value and minimum free float requirements, alongside a general requirement of at least two years since incorporation and minimum equity-to-capital ratios from audited financial statements. Current revaluation-linked figures are updated annually by SPK decision.

Can foreign companies list on Borsa Istanbul?

Yes, foreign issuers can apply under Borsa Istanbul’s Listing Directive, following a parallel process to domestic issuers, and benefit from specific listing fee discounts available to foreign issuers.

What happened with venture capital fund regulation in late 2025?

The Regulation on Participation in Venture Capital Funds and Venture Capital Practices was published on 28 November 2025, substantially restructuring the framework for venture capital investment funds, building on an earlier 2025 communiqué amendment that recognised SAFE-style “contracts granting future share rights” as valid fund investments.

What happens if a listed company fails its disclosure obligations?

SPK can impose administrative fines, suspend trading, or order delisting. Borsa Istanbul itself can also permanently delist a company by board resolution for disclosure failures, regulatory non-compliance, extended operational suspension, bankruptcy, or serious financial deterioration.

Working With Aslan Attorney

Aslan Attorney advises issuers, investors, and fund managers on Turkish capital markets matters. Our services cover IPO readiness assessment and execution, prospectus preparation coordination, Borsa Istanbul listing applications across all market tiers, ongoing public company compliance and corporate governance, the 500-shareholder rule and deemed-public-company assessment for growing private companies, secondary offerings, and venture capital fund structuring under the current regulatory framework.

Book a consultation WhatsApp | aslanattorney.com | info@aslanattorney.com