Between the angel round and the institutional seed, Turkish startups have a third door that most founders know exists and few have opened: equity crowdfunding through a platform listed by the Capital Markets Board (SPK). The Capital Markets Law No. 6362 created the concept in 2017, defined it as raising money from the public through crowdfunding platforms for a project or venture company outside the investor-compensation rules, and, importantly for founders, provided in Article 3(1)(e) that a company which raises money through a platform does not thereby become a public company. The detailed rules are in the Crowdfunding Communiqué (III-35/A.2) of 27 October 2021 (Official Gazette No. 31641), which governs both equity-based and debt-based crowdfunding. This article covers the equity route from the company’s perspective: which companies qualify, what investors may put in, how much can be raised and how often, how the sixty-day campaign and the escrow work, what happens to the cap table afterwards, and the reporting and lock-up obligations that follow the money. It connects to our articles on converting a limited company to a joint-stock company, privileged shares and the share ledger.
Which companies can raise
The Communiqué distinguishes the “entrepreneur”, a Türkiye-resident natural person or a limited or joint-stock company seeking funds for a project, from the “venture company”, a joint-stock company established in Türkiye with growth potential and a funding need for its project, or a limited company that must convert into a joint-stock company before the funds are released from escrow. Article 23 sets the eligibility conditions for a venture company: it must be engaged in technology and/or production activity; its latest annual and interim financial statements must not exceed the thresholds in Article 8 of Communiqué II-16.1, the size test that would otherwise pull a company into the public-company regime; and it must have a registered, regularly maintained website. Public companies, and companies in which a public company or a capital-markets institution is a significant shareholder (ten per cent or more, or board-nomination privileges), may not raise equity through crowdfunding. To run a campaign the venture company must have no activity other than the project being funded, disclose in the information form the shareholding structure that will result at the end of the campaign, and carry a provision in its articles that moving into any other activity after the campaign requires a general assembly resolution with the quorums of Article 421(3) of the Commercial Code; its non-trade receivables from related parties may not exceed twenty per cent of total receivables or ten per cent of total assets, and its non-trade payables to related parties and financial debt unrelated to its technology or production activity are limited in the same way. A holding structure, a company with a side business or a founder’s personal loan account on the balance sheet fails these tests and must be cleaned up first.
What investors may put in
Article 15 caps a natural person who is not a qualified investor at a base amount of 50,000 lira per calendar year through equity crowdfunding, or, if the investor declares annual net income to the platform, ten per cent of that income up to a base amount of 200,000 lira. The SPK re-sets these amounts each year under Article 32, and for 2026 they are 500,000 lira and 2,000,000 lira (SPK Bulletin 2025/68). Qualified investors, defined by reference to the SPK’s venture-capital investment trust rules, have no cap. The Central Securities Depository (MKK) enforces the limits across platforms on the basis of the latest declaration per member. Article 14 requires investors to be platform members who have completed the platform’s identification and the risk disclosure before investing, and Article 17(4) gives every investor a forty-eight-hour unconditional right of withdrawal from the payment order, so a campaign’s total is not final until two days after the last order.
How much, how often, and the qualified-investor anchor
Article 16 lays down the structural rules. Funds may be transferred to the company only against new shares issued through a capital increase; existing shares may not be sold through a campaign, so crowdfunding cannot be used for a founder’s partial exit. All funds must be paid in cash. Shareholding rights and any privileges attached to the investors’ shares must be stated in the information form, and no difference in privileges may be created among non-qualified investors. A venture company or entrepreneur may raise through at most two equity campaigns in any twelve-month period, and the total raised in that period may not exceed the issue limit that the SPK exempts from the prospectus requirement and announces each year in its Bulletin; additional funding of up to twenty per cent of the target may be accepted if disclosed in the information form and within the issue limit, and a single project may not raise more than the issue limit through equity and debt combined. Where the target exceeds the Article 16(5) threshold (1,000,000 lira in the Communiqué text, 9,000,000 lira for 2026), the campaign counts as successful only if at least five per cent of the target has been subscribed by qualified investors during the campaign period; the information form may set a higher qualified-investor allocation. The practical consequence is that a campaign above the threshold (nine million lira in 2026) needs an anchor: a fund, a venture-capital trust or accredited angels committed before the page goes live.
The campaign: sixty days, escrow and the platform’s investment committee
Under Article 17 the campaign process begins when the entrepreneur or company applies to a platform; no new equity or debt campaign may be started by the same company or entrepreneur until the first is completed, except that a debt-based campaign may run at the same time for the project whose equity campaign is under way (if either fails, the other is terminated). The platform’s investment committee, which Article 9 requires to have at least three members, a majority with at least five years’ experience in fields such as finance, entrepreneurship, business, legal consultancy, technology, industry or trade, approves the information form. The campaign period starts when the approved form is published on the campaign page and may not exceed sixty days. Investors’ funding requests are transmitted in real time to the MKK and to the escrow agent (emanet yetkilisi), which blocks the funds in an account opened in the platform’s name, transfers them to the funded company on success or returns them with any accrued income on failure. If the target, including any additional sale, is reached before the end of the period, the campaign may close early once every investor’s withdrawal window has expired; oversubscriptions are returned according to the allocation rules in the information form. On success, where the campaign was run by an entrepreneur rather than an existing company, a joint-stock company must be incorporated within ninety days of the end of the campaign, and the funded company must complete a capital increase equal to the funds raised within thirty business days of the registration of its incorporation; where the campaign was run by an existing joint-stock company, the capital increase must be completed within thirty business days of the end of the campaign period; the blocked funds move to the company’s blocked account with the escrow agent and are released against the capital increase. Investors’ shares are issued in dematerialised form and tracked at the MKK, and Article 35/A(2) of Law 6362 applies the public-company general-meeting rules of Articles 29 and 30 by analogy to companies whose shares are so tracked, within the framework the SPK sets.
After the money: lock-up, use of funds and reporting
Three post-closing rules shape the founders’ position. Article 16(7) prohibits the shareholders who are significant shareholders at the start of the campaign from transferring their shares in the funded company for three years from the start of the campaign process, except by inheritance, matrimonial property regimes, enforcement, transfers to qualified investors or transfers among themselves; a founder who plans a secondary sale to a fund is within the exception, one who plans to sell to a friend is not. Article 21 requires a use-of-funds report to be published on the campaign page at the start of the campaign; funds may not be used to repay debts unrelated to the funded project; the company must announce on the campaign page the status of the project and the use of funds when the funds have been fully used and, for equity campaigns, at six-month intervals until then; and compliance with the disclosed use is verified by a special-purpose independent audit report prepared by an independent audit firm listed under the Law, annually where more than the Article 21(4) threshold was raised (1,000,000 lira in the Communiqué text, 9,000,000 lira for 2026) and in any event when the funds are fully used. The funded company also remains bound by the single-project rule in its articles, so the pivot that every startup eventually makes requires the Article 421(3) general assembly resolution and, in practice, a discussion with the platform.
Where crowdfunding fits in a financing plan
Equity crowdfunding suits a company with a product its users understand, a community willing to hold small tickets, and a cap table that can absorb several hundred shareholders tracked at the MKK. It does not suit a company whose next investor will want a clean, short shareholder list, unless the crowd is pooled or the shareholders’ agreement is designed for it; it does not permit existing-share sales; and it locks founders for three years. The information form is a disclosure document with liability attached under Article 35/A(6) of the Law, so its financial and business statements deserve the care of a prospectus. Used deliberately, alongside an anchor investor and with a share structure that already contemplates the next round’s privileged shares, it is a legitimate route to a first million; used as a last resort after a failed round, it produces a public disclosure of exactly that.
Do we become a public company by crowdfunding?
No. Article 3(1)(e) of Law 6362 excludes companies that raise through crowdfunding platforms from the definition of a public company, and Article 35/A(4) keeps crowdfunding outside the exchange and organised-market rules. You do acquire MKK-tracked shareholders and by-analogy general-meeting duties.
Can our limited company run a campaign?
It can apply, but it must have converted into a joint-stock company and registered the conversion before the escrow agent releases the funds, which must be applied to a capital increase. Start the conversion before the campaign, not after; see our conversion guide.
Can investors get preferred shares?
Privileges may be attached and must be disclosed in the information form, but no difference in privileges may be created among non-qualified investors. Qualified investors, including an anchor fund, may receive different terms. The three-year founder lock-up applies regardless.
Related: equity crowdfunding · crowdfunding · angel investor · registered capital system.
Sources. Capital Markets Law No. 6362 (Articles 3(1)(e) and (z), 35/A); Capital Markets Board, Crowdfunding Communiqué (III-35/A.2), Official Gazette 27 October 2021, No. 31641 (Articles 3, 9, 14–17, 21, 23, 27, 32); Capital Markets Board Bulletin, annual announcement of the prospectus-exempt issue limit. Statute links open the official Turkish texts on mevzuat.gov.tr.
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.
