A marketplace, booking platform or gig app that takes the buyer’s money and later pays the seller is moving other people’s funds. Under Turkish law that is the core of a payment service, reserved to licensed providers. Founders often answer “we are only the seller’s agent”, pointing to the commercial-agent exclusion in Article 12(2)(b) of Law No. 6493. The EU has shown how narrow that door can be: the final compromise text of the Payment Services Regulation (PSR), dated 17 April 2026, says e-commerce platforms acting for both buyers and sellers without real scope to negotiate should not be excluded. The position below is as of November 2026.
Why collecting for sellers is a payment service
Payment services under Law No. 6493 include money transfers, issuing or accepting payment instruments, and money remittance (Art. 12(1)(b), (c), (ç)). Only banks, e-money institutions, payment institutions and PTT are payment service providers; no one else except the Central Bank may provide payment services (Art. 13). A payment institution needs a licence from the Central Bank of the Republic of Türkiye (TCMB) (Art. 14(1)), the competent authority since 1 January 2020.
Acting like a payment or e-money institution without permission is a crime carrying one to three years’ imprisonment and a judicial fine of up to 5,000 days for natural persons and officers of legal entities (Art. 28(1)). The money flow, not the label, decides. Our fintech law hub collects the rest of the map.
The commercial-agent exclusion: what the Turkish text says
Article 12(2)(b) excludes, in our translation, “payment transactions carried out through a commercial agent (ticari temsilci) authorised to negotiate or conclude the sale or purchase of goods or services on behalf of the payer or the payee”. Three points matter:
- Authority, not intermediation. The agent must be authorised to negotiate or to conclude the sale or purchase. Displaying listings and running checkout at seller-set prices is different.
- “Payer or payee”. Unlike PSD2, the Turkish text does not say “only” the payer or “only” the payee, or address platforms acting for both sides. Neither the Law nor the TCMB Regulation defines the term.
- The word chosen. In Turkish private law, a ticari temsilci is authorised to manage a business and represent it under its trade name, with registration required (Turkish Code of Obligations Art. 547). The EU “commercial agent” is closer to the acente, who habitually intermediates or concludes contracts for a merchant (Turkish Commercial Code Art. 102). Whether Article 12(2)(b) is read through Article 547 is untested; a click-through marketplace is far from both.
TCMB may also decide that transactions under points (b) and (h) are payment services once they reach “a level to be determined by the Bank” in total size and reach (Art. 12(5)). TCMB’s legislation list showed no such decision in October 2026. There is, however, a reporting duty: a provider relying on point (b) or (h) whose transactions in that scope exceeded TRY 50 million in the last twelve months must report to TCMB every January on the service, volumes, merchant network and exclusion conditions relied on, and TCMB may then treat the activity as a payment service (TCMB Regulation Art. 82). TCMB’s January 2023 guide says that for marketplace-model companies the “transaction amount” is the total sale price including commission, and that reports are due by the end of the last business day of January; it does not say whether marketplaces qualify for the exclusion. Technical service providers that never own the transferred funds are excluded separately (Art. 12(2)(ğ)), the natural home for a platform that only sends instructions to a licensed provider.
What Turkish e-commerce law already assumes
Law No. 6563 on E-Commerce, as amended by Law No. 7416 (Official Gazette 7 July 2022; Additional Articles 1 and 2 in force since 1 January 2023, some paragraphs from 1 January 2024), does not license payments, but it shapes payment design:
- Five business days. Failing to pay the seller in full within five business days from the date the sale price came under the intermediary’s control and the order reached the buyer is always an unfair practice (Additional Art. 1(2)(a)). The fine per unpaid seller equals the unpaid amount for delays up to 30 days and twice that beyond 30 days, with a 2026 minimum of TRY 28,620 (Art. 12(1)(ğ); 2026 revaluation table).
- Related payment providers. For the five-day rule, payments made to a payment service provider in “economic integrity” with the intermediary (a control link under Art. 2(1)(j), such as holding 25% of the shares) are deemed made to the intermediary (Additional Art. 1(3)). The law expects funds may sit with a group payment provider, not that the marketplace may hold them.
- Large platforms. An intermediary with annual net transaction volume above TRY 60 billion (indexed annually, Additional Art. 2(10)) and more than 100,000 transactions may not enable acceptance of e-money issued by a related e-money institution, or offer services on instruments excluded under Art. 12(2)(h) or 18(5) of Law No. 6493 (Additional Art. 2(4)(b)).
The implementing Regulation of 29 December 2022 (Official Gazette No. 32058) repeats the rule (Art. 11(2)(a), (3)) and adds timing details. If the intermediary draws the sale price at its own cost before the blocking period in its merchant agreement with the payment provider ends, control is deemed to start when that period ends (or, if none is set, when the funds become freely usable) (Art. 11(4)(c)). Netting the intermediary’s due receivables counts as full payment (Art. 11(4)(a)); the rule does not apply to payments deferred or suspended to prevent unlawful activity or meet legal obligations (Art. 11(5)). The intermediary agreement must state the payment period (Art. 15(1)(d)). Our e-commerce law page covers the other duties.
The AML angle
Payment and e-money institutions are obliged parties under the MASAK measures regulation (Art. 4(1)(e)). Since an amendment published on 25 December 2024, so are “medium, large or very large” e-commerce intermediary service providers, limited to transactions with sellers (Art. 4(1)(y)). Such a marketplace has AML duties even if a licensed partner runs the money.
The EU benchmark: PSD2 and the PSR
PSD2 excludes only agents authorised to negotiate or conclude the sale or purchase “on behalf of only the payer or only the payee” (Art. 3(b)). Recital 11 notes that some Member States let platforms acting for both sides “without a real margin to negotiate” use the exclusion, and says two-sided agents should be excluded “only if they do not, at any time enter into possession or control of client funds”.
The PSR compromise text of 17 April 2026 (Council document 8221/26) goes further. Article 2(2)(b) keeps “only the payer or only the payee, but not both” and adds that the agreement must give the agent “a real scope to negotiate” or conclude the sale. Recital 11 applies the one-side condition “regardless of whether or not the commercial agent is in the possession of client’s funds” and says platforms acting for both sides without real autonomy “should not be excluded”. The EBA is to issue guidelines on it within a year of entry into force (Art. 2(7)). As of October 2026 the PSR was not yet in the Official Journal; the Council’s status note of 2 October 2026 lists COREPER confirmation on 22 April 2026 as the latest step.
Türkiye has not adopted this wording, but EU-facing flows should be tested against it.
Decision table: which model needs a licence?
Our reading of the texts; TCMB has not ruled on these models publicly.
| Model | Who holds buyer funds | Licence needed by the platform? |
|---|---|---|
| Marketplace collects into its own bank account and pays sellers later | The marketplace | High risk: unlicensed payment services (Arts. 12(1), 13). The exclusion is hard to argue for a two-sided platform on standard terms. |
| Escrow-style hold by a licensed payment or e-money institution | The licensed institution, in safeguarded funds (Law No. 6493 Art. 22) | Generally no, if the platform never owns the funds and only instructs. If it performs payment steps, it must be a registered agent (Reg. Art. 18). |
| Split payment by a licensed provider (seller payout direct from the provider) | The licensed provider | Generally no. Map the five-day clock under Law No. 6563. |
| Genuine agent for one side, with real authority to negotiate or conclude | The agent, for its principal | Article 12(2)(b) may apply. Keep evidence of the mandate and real negotiation; note Art. 12(5) and Reg. Art. 82. |
| Own licence in a group company | The group’s payment or e-money institution | Yes, by design. Payment and e-money institutions may not carry on commercial activity beyond TCMB Regulation Art. 15(2)-(3), so the marketplace stays separate. |
Licence and partnership options are covered in our Banking-as-a-Service guide and on our payment and e-money licence page.
Where to start
- Draw the fund flow: whose account receives the buyer’s money, for how long, and who can move it.
- Test your terms against Article 12(2)(b): one side only, with real power to negotiate or conclude the sale?
- If you rely on the exclusion, total the last twelve months’ sale prices; above TRY 50 million, file the January report under TCMB Regulation Art. 82.
- If the platform touches funds, move collection to a licensed provider or plan a licensed group entity.
- Build the five-business-day clock, blocking periods and the “economic integrity” rule into your settlement schedule.
- Confirm your MASAK status as an intermediary.
FAQ
Can a Turkish marketplace rely on the commercial-agent exclusion?
Only if it is genuinely authorised to negotiate or conclude the sale or purchase on behalf of the payer or the payee (Law No. 6493 Art. 12(2)(b)). A platform running checkout for both sides at seller-set prices will struggle to show that, and TCMB can bring such flows into scope (Art. 12(5); Regulation Art. 82).
Has TCMB published guidance on marketplace payments?
Only on reporting: its January 2023 guide to the Art. 82 report tells marketplace-model companies to count the total sale price including commission. In October 2026 we found no Article 12(5) decision and no TCMB view on whether marketplaces qualify for the exclusion.
Does the five-business-day payout rule apply if a licensed provider holds the funds?
The clock starts when the sale price came under the intermediary’s control and the order reached the buyer; payments to a group payment provider count as payments to the intermediary (Law No. 6563 Additional Art. 1(2)(a), (3)). If the intermediary draws funds early, control is deemed to start at the end of the provider’s blocking period (Regulation Art. 11(4)(c)). Fix these points in the contracts.
Sources. Law No. 6493 (RG 27.6.2013/28690), Arts. 12, 13, 14, 22, 28; TCMB Regulation on Payment Services and Electronic Money Issuance and Payment Service Providers (RG 1.12.2021/31676, consolidated), Arts. 4, 15, 18, 82; TCMB guide on notification duties under Art. 12(2)(b) and (h) (January 2023); TCMB payment systems legislation list; Law No. 6563 on E-Commerce (RG 5.11.2014/29166, as amended by Law No. 7416, RG 7.7.2022), Arts. 2, 12, Additional Arts. 1, 2; Regulation on E-Commerce Intermediary Service Providers and E-Commerce Service Providers (RG 29.12.2022/32058, as amended), Arts. 11, 15; Turkish Code of Obligations No. 6098 (RG 4.2.2011/27836), Art. 547; Turkish Commercial Code No. 6102 (RG 14.2.2011/27846), Art. 102; MASAK measures regulation, Art. 4; Directive (EU) 2015/2366 (PSD2) (OJ L 337, 23.12.2015), recital 11, Art. 3; PSR final compromise text, Council doc. 8221/26 (17.4.2026), recital 11, Art. 2(2)(b), 2(7).
This article is general information and not legal advice; a specific situation should be assessed with counsel.
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