A fund that listed a portfolio company two years ago builds its exit calendar in a familiar order: the lock-up expires, the position is reduced over several quarters, and larger blocks change hands off-exchange — by special order (özel emir), through the Borsa İstanbul (BİAŞ) Wholesale Market (Toptan Satışlar Pazarı, TSP), or by transfer (virman/devir). That was the practical way to move size without disturbing the order book. That route now has a ceiling.
Principle decision (ilke kararı) i-SPK 128.31 of the Capital Markets Board (Sermaye Piyasası Kurulu, SPK), decision no. 52/1589 dated 28.08.2026, was published in Board Bulletin no. 2026/54 and took effect on 29.08.2026. It ties sales by persons within the first paragraph of Article 27 of Communiqué on Shares no. VII-128.1 (Pay Tebliği), made by special order, through the BİAŞ Wholesale Market or by transfer, to a ratio measured over any 12-month period: 2% of the shares representing the company’s capital or of the voting rights where the actual free float (fiili dolaşımdaki pay oranı) is above 50%, and 4% where that ratio is 50% or below.
Two features carry the commercial weight. The first is the phrase “any 12-month period”: not a calendar year but a window rolling backwards from each trading day. The second is the nature of the ceiling — exceeding it is not prohibited, it is made subject to Board approval, and the approval period writes itself into your transaction calendar.
Who and which sales the decision covers
The scope has two rings. As to persons, the decision addresses sales by those falling within the first paragraph of Article 27 of the Communiqué on Shares. For founders holding a position after listing, shareholders sitting on the board and venture capital funds, the first task is to establish in writing, before the trade, whether the seller falls within that paragraph. Every later step rests on that finding, and a correction made once the trade has settled is worth little.
As to method, the decision names three channels together: special order, the BİAŞ Wholesale Market and transfer. These are the ordinary instruments for moving a block, so switching channels does not reopen the ceiling. All three fall into one calculation.
The denominator matters as much as the scope. The ceiling is set not against the seller’s own holding but against the shares representing the company’s capital or the voting rights. For a shareholder with a large stake, only a small slice of the position can be sold off-exchange within a 12-month period. The separate reference to voting rights means that, where privileged shares exist, the calculation must be checked against two measures.
The commencement date makes the picture readable: off-exchange sales made before 29.08.2026 are not included in the calculation. Everyone starts with a clean sheet, but the sheet fills from that date. Any shareholder planning a secondary sale (ikincil satış) should start keeping records from that day.
Which ratio applies: 2% or 4%?
The test is the company’s actual free float. Where that ratio is above 50%, the off-exchange ceiling is 2% of the shares representing the company’s capital or of the voting rights. Where the ratio is 50% or below, it rises to 4%. A tighter ceiling for the wider float reads as the reverse of what one would expect. What decides matters in practice is that the threshold is a single line: on one side of it the ceiling doubles.
That design creates a real planning problem for companies near the threshold. Actual free float is not fixed. It moves with the company’s own actions and those of its larger shareholders. A sale of identical size falls inside or outside the ceiling depending on which regime the company sits in at the time. For a company hovering on either side of the line, the moment the ratio is taken is the first item to settle with the intermediary.
The practical response: a shareholder holding a position after an initial public offering (halka arz) should build the sell-down plan against two scenarios rather than one ratio. A calendar built for the narrow scenario still works in the wide one, and the reverse does not. In a company with real depth in the secondary market (ikincil piyasa), that difference costs more than a quarter of delay.
“Any 12-month period” is a rolling window, not a calendar year
This is the phrase most easily misread. “Any 12-month period” does not define a quota that resets at the start of the calendar year. For each planned sale, 12 months are counted backwards from the day of that sale, and what is measured is the total sold off-exchange inside that window. The window moves forward a day, every day, and the measuring date is the sale’s own day, not the company’s balance sheet date or the fund’s reporting calendar.
The ceiling therefore does not empty out after a sale. The quota used is carried for 12 months from the sale date and is released piece by piece, as older sales drop out of the window. Waiting for the year end and picking up a fresh allowance is not an option. The allowance returns in drips, not one instalment.
The effect on an exit plan is direct. For a shareholder selling down over several years, the spacing between sales is now as much a calendar question as a pricing one. Two large blocks moved close together can close off the following 12 months, while the same volume spread out carries the same total without an approval process.
The operational answer is simple and routinely neglected: a register of off-exchange sales showing date, method and ratio. Without it, nobody can work out on the trading day whether a planned trade sits inside the ceiling. What cannot be worked out cannot be tied to a closing condition.
Exceeding the ceiling is not prohibited; it requires Board approval
The decision imposes no ban. Where the ceiling is exceeded the route does not close, it becomes an authorisation process: a pre-transfer share sale information form (devir öncesi pay satış bilgi formu) is drawn up without application of the conditions in the fifth paragraph of Article 27 and in Article 15 of the Communiqué on Shares, and submitted for the approval of the Capital Markets Board.
What follows governs the commercial side: without a share sale information form approved by the Board, those transfers cannot be processed on the Exchange. Approval is not a formality completed afterwards. It is a precondition of carrying the trade onto the Exchange. Preparing and filing the form takes time, and that time answers to the process, not to the seller’s calendar.
This is calendar risk. Where closing depends on an approval period, the contract has to be drafted to match.
- Condition precedent. An approved form should appear in the transfer agreement as an express condition precedent, with no closing obligation arising until it is met.
- Generous long stop. The long stop date should be set wider than the intervals customary in block trades, to accommodate the approval process.
- Price fixing. The market price moves while approval is awaited. The fixing moment, any adjustment mechanism and the band beyond which a party may walk should be settled at the outset.
- Issuer co-operation. Preparing the form can call for information from the company. The issuer’s co-operation undertakings belong in the transfer agreement or the shareholders’ agreement.
- Queue order. Where several shareholders within scope plan exits from the same company, who uses the ceiling and in what order should be agreed in advance.
Responsibility sits with the selling shareholder and the intermediary institution
The decision states plainly where compliance is expected: responsibility belongs to the shareholder transferring the shares and to the intermediary investment institutions. Because the two are named together, the institution taking the sell order will build its own control mechanism, and that mechanism will ask the seller for the underlying information.
On the seller’s side this pulls the preparation work forward. No intermediary will pass an order without a calculation showing the trade stays within the ceiling, and the basis for it is the seller’s own register: on what date, by what method, and against what percentage of capital or voting rights each sale was made.
The drafting consequence is clear. In transfer agreements and in the intermediary relationship, the seller’s representations on off-exchange sales inside the 12-month window are now a standard heading. A missing or inaccurate statement shows up as an inability to process the transfer on the Exchange, which is to say the risk crystallises at closing.
What should change in your exit plan and shareholders’ agreement?
The real audience here is not the compliance function of a listed company but the shareholders who keep a position after listing. On the fund side that means the exit calendar, on the founder side the staged sell-down plan, and on the drafting side a fresh reading of pre-offering provisions against the new ceiling.
- Rescale the exit calendar. Distribution expectations given to a fund’s own investors should be rebuilt on the assumption that off-exchange velocity is bounded by the 12-month window.
- Map what follows the lock-up. Lock-up expiry is no longer the effective start of selling. The binding constraint is the allowance left in the window.
- Revisit drag-along provisions. Drag-along rights (birlikte satış hakkı) and similar clauses leave a gap if they do not answer how the ceiling is shared between several sellers in a single transaction.
- Write in mutual notification. Where other shareholders within scope hold shares in the same company, no calendar works without knowing who sold what, when and by which method. A notification undertaking belongs in the shareholders’ agreement.
- Institutionalise the record. Every off-exchange sale after 29.08.2026 should carry a record of date, method and ratio, supporting both the intermediary’s control and any approval filing.
In Turkish start-ups, secondary sale practice runs on similar contractual architecture before and after an offering. Its off-exchange leg has worked under a new constraint since 29.08.2026, and an exit calendar not rebuilt around it stops at the first large block.
Source: for the text of principle decision i-SPK 128.31, see the Capital Markets Board’s Board Bulletin no. 2026/54.
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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