For a founder, the most fragile part of an IPO timetable is not the weeks spent drafting the prospectus but the period after the file reaches the Capital Markets Board (Sermaye Piyasası Kurulu, SPK). The application is completed, the underwriting agreement is signed, the financial statements clear independent audit. The file then enters the queue published on the Board’s website. The queue produces no legal consequence of its own, nor is it an uncertainty a company can close by working faster on its own file. It is a line item of time that shapes pricing assumptions, the rhythm of investor conversations and bridge funding needs, which is why boards treat it as commercial rather than technical.
Principle Decision i-SPK 128.30 was adopted by Board decision no. 51/1568 dated 27/08/2026 and published in Board Bulletin no. 2026/53. It defines three situations in which the queue may be stepped out of. Its core sentence is short: applications “may be concluded on a priority basis without being subject to the ranking announced on our Board’s website, provided that at least one of the criteria below is met and that priority is requested by the company”.
Two conditions sit side by side there: one looks at the company’s objective position, the other at its own initiative. Meeting a criterion changes nothing by itself; unless priority is requested, the file stays where the published ranking puts it. The part of the decision most open to misreading, though, is what priority actually delivers.
Priority is an exemption from the ranking, not from approval
The decision does not say that an application granted priority will be approved. All it provides is that the file is handled without being subject to the announced ranking. The standards applied in reviewing the prospectus, the documents requested, the deficiency correspondence, the expectations on corporate governance and the Board’s power to refuse an application all remain as they were. A file granted priority gains no relief on the merits.
That distinction also governs what is said to investors and shareholders. “We have been granted priority” does not mean “our offering has been approved”; it means only that the review will not wait for its turn. Conflating the two with investors or existing shareholders creates an expectation that is hard to correct later. The wording of the decision is that applications “may be concluded” on a priority basis, which leaves the direction of the outcome open even where priority is granted.
The second condition is equally technical: priority does not operate automatically. Where a company meets a criterion but makes no request, the file proceeds in the ordinary order. That translates into a concrete task: the request, with the information and documents supporting it, has to be put forward with the application itself.
What does being the first company from its city to list on the exchange mean?
The first criterion requires the company to be the first to go public and be traded on the exchange in the city where its registered head office is located and where the factory or production facility or the service offices generating more than 50% of its revenue are located, provided that there has been no change in the last 5 years. The sentence reads in one breath, but it holds three independent elements: the city of the head office, the city of the facility producing most of the revenue, and being first in that city.
The five-year condition attaches to the head office and to the facility alike. For a company that has moved its head office to another province within that period, the criterion closes; the outcome is the same for a company that has relocated its production or service operation in the last five years. Companies that moved their registered address to İstanbul while growing, yet kept production in the province where they were founded, fall outside this criterion. What is being measured is not only where the company sits but how long it has sat there.
The “more than 50% of revenue” test is a matter of documentation. For a single-site manufacturer the answer is obvious. For a company with several facilities, service offices in more than one province or revenue split across business lines, the distribution of revenue by facility has to be demonstrable through audited financial statements and internal accounting records. Making that distribution consistent across the whole of the last five years is the part of the preparation that has to start early.
The reference to “service offices” in the text of the criterion shows that this gate is not open to manufacturers alone. A company earning its revenue from a service operation in a given province rather than a physical production site applies the same test. What matters is being the first company from that city to go public and be traded on the exchange, an element that depends on timing and lies outside the company’s control.
The public-control criterion is narrow and self-evident
The second criterion requires management control to belong to the Ministry of Treasury and Finance of the Republic of Türkiye (T.C. Hazine ve Maliye Bakanlığı), the Turkey Wealth Fund (Türkiye Varlık Fonu) or public institutions. There is little room for interpretation: either it holds or it does not, and the company concerned already knows which. Structuring a privately held company around this gate is not realistic.
Being aware of the criterion nonetheless keeps expectations about the queue realistic. It shows which applications may sit ahead of your own file and is worth weighing when planning the window for going to market.
The large-offering criterion requires both conditions together
The third criterion requires the market value of the shares to be offered to exceed 15.000.000.000 TL and, at the same time, that an allocation of at least 50% be envisaged for foreign investors. The link between the two conditions is “and”, not “or”; an offering that comfortably clears the threshold but envisages no foreign allocation does not meet the criterion. The reverse holds too: with the allocation structure in place but below the threshold, an offering does not pass this gate.
What the threshold is calculated on deserves attention. The measure is not the value of the company as a whole but the market value of the shares to be offered. The threshold is therefore an outcome determined jointly by the valuation exercise and by the decision on the size of the free float (halka açıklık oranı). The same company value may land on one side of the criterion or the other depending on how large the offering is.
The foreign allocation condition is a commitment that shapes the structure of the offering from the outset. An offering in which at least half is set aside for foreign investors calls for a wider underwriting mandate, an international sales leg, investor presentations and distribution principles reflected in the prospectus. It is a decision taken at the time of application, not a preference added later. The same choice also affects how the shares behave in the secondary market after listing and the shape of the resulting shareholder base.
What policy do these three criteria point to?
Read together, the criteria show priority being used as an incentive. The first rewards offerings coming from outside the centres where listed companies are concentrated, and ties that to a five-year period so it cannot be manufactured after the fact by changing an address. The third encourages offerings of scale and the participation of foreign investors. The second opens a separate route for companies held in the public portfolio.
What these choices share is that they let the Board use its review order as an incentive that costs nothing. The queue puts no burden on any budget, yet shortening an offering timetable produces real commercial value. None of the criteria looks at a company’s financial performance or at the story it tells investors; all of them are geographic, institutional or structural measures. What the first and third share is that both attach to the company’s own decisions, one to past choices of location and the other to how the offering is built. The second rests on a status no choice of the company can alter.
The practical result for founders: treat priority as a possibility, not a plan
For most companies on the venture side the picture is clear. Technology and services companies have their head offices in the large cities where listed companies already sit, and a fast-growing company that has changed its head office or premises within the last five years is common enough. The second criterion is irrelevant. The third acquires meaning only above a certain scale, and the foreign allocation is a decision affecting the whole of an offering strategy. Priority is therefore not an assumption on which to build a timetable, but a possibility to be counted as a gain if it materialises.
For a company that does stand a chance of meeting a criterion, the preparation breaks down into specific items:
- Head office and facility history. Trade registry records, lease and title documents and facility permits should be assembled to show the last five years without a gap.
- Revenue distribution. Setting out the distribution of revenue by facility and by city, consistently with the audited financial statements, is the provable part of the criterion.
- Timing of the request. Because priority does not operate automatically, the request and its supporting grounds should be submitted with the application file.
- Allocation commitment. The foreign allocation ratio has to be reflected identically in the underwriting agreement, in the structure of the offering and in the distribution principles set out in the prospectus.
- Managing expectations. Updates to shareholders and investors should state plainly that priority concerns the ranking alone.
A company preparing for an offering builds its public disclosure obligations alongside that preparation. For companies contemplating a structure open to foreign investors, the current rules on publishing disclosures in English as well through the Public Disclosure Platform (Kamuyu Aydınlatma Platformu, KAP) form part of the same planning. None of these items guarantees priority. What they build is the ground on which a request can be assessed seriously.
Source. For Principle Decision i-SPK 128.30, see SPK Board Bulletin no. 2026/53.
This article is provided for general information only and does not constitute legal advice. Please seek legal support for an assessment of any specific matter.
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