Buying into a licensed Turkish payment or e-money institution is a regulated event, not just a share deal. Under Article 25 of Law No. 6493, any acquisition that takes a buyer to 10% or more of the capital, or across 20%, 33% or 50%, needs prior permission from the Central Bank of the Republic of Türkiye (TCMB), and a transfer made without it cannot be entered in the share ledger. Two 2026 changes add to the picture: minimum own funds of TRY 20, 40 or 105 million, depending on the licence, have applied since 30 June 2026, and new merger control thresholds have applied since 11 February 2026. This guide reflects the rules as of November 2026.
Which transactions need TCMB approval
The regime sits in Article 25 of Law No. 6493 and Article 12 of TCMB’s Regulation on Payment Services and Electronic Money Issuance and Payment Service Providers (the Regulation). It counts indirect holdings and catches sellers as well as buyers.
| Transaction | Treatment | Rule |
|---|---|---|
| Acquiring shares that reach 10% or more of the capital, directly or indirectly | Prior TCMB approval | Law 6493 Art. 25(1); Reg. Art. 12(1)(a) |
| Acquisitions taking a shareholder above 10%, 20%, 33% or 50% | Prior TCMB approval | Same |
| Transfers taking a shareholder below 10%, 20%, 33% or 50% | Prior TCMB approval | Same |
| Creating or ending a usufruct that carries voting rights, within these ratios | Treated as an acquisition or transfer | Same |
| Creating or transferring shares with a privilege to nominate board or audit committee members, or issuing new privileged shares | Prior TCMB approval at any percentage | Art. 25(2); Reg. Art. 12(1)(b) |
| Transfers that change control of a legal entity holding 10% or more | Prior TCMB approval | Art. 25(3); Reg. Art. 12(1)(c) |
| Intra-group transfers that leave the ultimate owners’ direct or indirect ratios unchanged | No approval; notify TCMB within ten business days of learning of it | Reg. Art. 12(12) |
A founder selling down from 25% to 15% needs approval even if the buyer stays under 10%, and a change of control at a holding company owning 10% or more is caught even though no share in the Turkish institution moves. Under Article 13 of the Regulation, a person’s indirect holding includes shares of the spouse, children and controlled companies, with participation rates multiplied through each level of a chain.
If shares move without approval, the transfer cannot be recorded in the share ledger and any such entry is void (Art. 25(5)). The board must check at general meetings whether shareholders hold the approvals they need, and if unauthorised shareholders vote, TCMB asks the board to start Turkish Commercial Code steps to annul the resolutions (Reg. Art. 12(8)-(9)). In a listed institution, a person acquiring shares in these ratios can exercise rights other than financial rights only with TCMB permission (Reg. Art. 12(5)). The permit itself is also exposed: if a holder of 10% or more does not meet the statutory qualifications, the institution no longer meets a permit condition, and losing the conditions of Article 14 is a ground on which TCMB may revoke a permit (Art. 16(1)(ç), applied to e-money institutions by Art. 19).
Who may acquire: the bank-founder test
Article 25(4) requires every acquirer in an approval-requiring transfer to meet the qualifications Banking Law No. 5411 sets for bank founders. Under Article 8 of that Law, the acquirer must not be bankrupt or in concordat; must not have held a qualified share in, or controlled, a bank taken over by the Savings Deposit Insurance Fund or certain financial institutions liquidated or stripped of their licences; must have no conviction for the listed offences (including sentences above three years under the Turkish Criminal Code, fraud, embezzlement, money laundering and tax evasion); and must have the necessary financial strength, reputation, honesty and competence. A legal entity must also have a transparent shareholding structure together with its risk group, and its natural-person qualified shareholders must meet the same tests.
The institution itself must keep a transparent shareholding structure that does not obstruct TCMB supervision (Law 6493 Arts. 14(2)(f) and 18(3)(f)), so fund, trust and nominee layers should be mapped up to the natural persons before filing.
The application file and timing
The acquirers apply. Under Article 12(2) of the Regulation the file must include an explanation of the source of the funds used for the purchase, a copy of the share transfer agreement, the acquiring entity’s corporate approvals, most of the shareholder documents listed in Article 11(4) for licence applications, and the EK-18 checklist. These include notarised declarations, undertakings on bankruptcy and the source of capital, criminal records, tax and social security clearance, three years of financial statements for corporate acquirers and a sworn financial adviser’s report on individual acquirers.
Where the acquirer is a foreign bank or financial institution, Article 12(3) lists Article 11(4)(ç), (h), (ı) and (j) and the Article 11(14) documents, including the latest consolidated audit report and a home supervisor document confirming no prohibition or restriction on its activities, with the EK-19 checklist. A first-time acquirer gaining control must also file the EK-21 form (Art. 12(11)).
On timing, gaps TCMB identifies must be cured within six months of its letter, or the application is deemed not made and the process restarts (Art. 12(13)). Neither Article 25 nor Article 12 sets a period for TCMB’s decision; the six-month period in Article 15(4) of the Law applies to licence applications.
Merger control runs in parallel
TCMB approval does not replace Competition Board clearance. Under Article 7 of Law No. 4054 and Communiqué No. 2010/4, as last amended by Communiqué No. 2026/2, an acquisition needs Board approval to become legally valid if:
- the parties’ combined Turkish turnover exceeds TRY 3 billion and at least two parties each have Turkish turnover above TRY 1 billion; or
- the target’s Turkish turnover exceeds TRY 1 billion and at least one other party’s worldwide turnover exceeds TRY 9 billion.
Where the target is a technology undertaking established in Türkiye, the TRY 1 billion figures in both tests apply as TRY 250 million for the target (Communiqué Art. 7(2)), and the definition covers financial technologies (Art. 4(1)(e)). Buyers of a Turkish payment or e-money institution should therefore also test the TRY 250 million figure.
What due diligence must cover
A licensed institution adds regulatory items that affect price, closing and the permit:
| Area | What to check | Rule |
|---|---|---|
| Licence scope vs actual flows | Map every live product and fund flow to the services in the permit. Other services need TCMB approval; unlicensed activity is a criminal offence. | Reg. Art. 15(1); Law 6493 Art. 28 |
| Safeguarding | Segregation, no pledging, unpaid payment funds in the protection account as of 16:30 on the next business day, daily reconciliation, and any overnight yield account (Turkish lira only). | Reg. Arts. 34, 35, 36/A |
| Own funds | Each June and December calculation against the floors applying since 30 June 2026: TRY 20 million (bill payment only), TRY 40 million (other payment institutions, except account information only), TRY 105 million (e-money institutions); any shortfall notices. | Reg. Art. 33; Communiqué, Official Gazette 31.1.2026, No. 33154 |
| Information systems | The last two independent IS audit reports and open findings; primary and secondary systems and backups in Türkiye. | IS Communiqué Arts. 21, 28 |
| Outsourcing and agents | The payment service itself cannot be outsourced; outsourcing must not impede supervision and is reported to TCMB; agents must be in the Association’s list before use. | Reg. Arts. 18, 21 |
| MASAK compliance | Compliance programme, officer, suspicious transaction reporting, past findings. Fines under Article 13(1) of Law No. 5549 are doubled for these institutions. | Law 5549 Art. 13; Measures Regulation Art. 4 |
| Supervisory history | TCMB correspondence, inspection findings, fines and any measures or suspension under Article 21(8). | Law 6493 Arts. 21, 27 |
| Chain of title | Whether every earlier transfer that needed TCMB approval had it, since unapproved ledger entries are void. | Law 6493 Art. 25(5) |
See also our articles on overnight yield on safeguarded funds and MASAK obligations for fintechs.
Structuring the deal and the months after closing
Because the TCMB file includes the share transfer agreement, the usual structure is sign first, close after approval. Conditions precedent typically cover TCMB approval, Competition Board clearance where thresholds are met, and the permit remaining in force without suspension. The long-stop date should reflect the absence of a statutory decision period and the six-month cure rule, with an agreed extension mechanism.
Interim covenants should keep the regulatory position intact: no new services, agents, material outsourcing, share issuances or privileges (which may themselves need approval) without the buyer’s consent; own funds and safeguarding maintained; TCMB and MASAK correspondence shared promptly; seller cooperation on TCMB document requests.
After closing, management changes are notified, not pre-approved: board and general manager changes go to TCMB within 20 business days after internal processes are complete, without waiting for registration, with CVs, undertakings and criminal records (Reg. Art. 25). The board must have at least three members including the general manager, all meeting Article 8(1)(a) to (d) of the Banking Law, and the general manager needs a bachelor’s degree and seven years’ experience in business administration or finance (Reg. Arts. 23 and 24). Changes affecting licence file information are notified without delay (Art. 11(20)), and natural-person qualified shareholders and controllers file updated criminal records every two years (Art. 11(16)).
Where to start
- Model the direct and indirect cap table before and after closing against the 10/20/33/50% ratios and privileged shares.
- Check each acquirer and its natural-person owners against Article 8 of the Banking Law.
- Run the Competition Board turnover tests, including the TRY 250 million technology undertaking figure.
- Draft the SPA around the approvals: conditions, long-stop, interim covenants.
For the licence framework, see our payment and e-money institution licensing page and fintech law practice.
Frequently asked questions
Can we sign the share purchase agreement before TCMB approves?
Yes. The application must include a copy of the share transfer agreement, so signing comes first. What must wait is the transfer itself: an unapproved transfer cannot be entered in the share ledger.
Does TCMB have to approve the new board after closing?
No. The Regulation requires notification within 20 business days, not prior approval, but new members must still meet Banking Law Article 8(1)(a) to (d), and the general manager the degree and experience requirement.
Is a group reorganisation above the institution caught?
A same-group transfer that leaves the ultimate owners’ direct or indirect ratios unchanged needs no approval but must be notified within ten business days. If TCMB finds it harms the transparent structure requirement, it may require the transaction to be stopped or reversed.
Sources. Law No. 6493, Arts. 14, 15(4), 16, 18, 19, 21, 25, 27 and 28 (Official Gazette 27 June 2013, No. 28690; consolidated text); Banking Law No. 5411, Art. 8 (Official Gazette 1 November 2005, No. 25983 bis; consolidated text); TCMB Regulation on Payment Services and Electronic Money Issuance and Payment Service Providers, Arts. 11-13, 15, 18, 21-25, 33-36/A (Official Gazette 1 December 2021, No. 31676; consolidated text); TCMB Communiqué on Information Systems of Payment and E-Money Institutions, Arts. 21 and 28 (same Gazette; consolidated text); TCMB own funds communiqué (Official Gazette 31 January 2026, No. 33154); Law No. 5549, Art. 13 (consolidated text) and Regulation on Measures, Art. 4 (consolidated text); Law No. 4054, Art. 7, and Competition Board Communiqué No. 2010/4, Arts. 4 and 7, as amended by Communiqué No. 2026/2 (Official Gazette 11 February 2026, No. 33165), with the Competition Authority’s announcement and turnover guidelines (2026).
This article is general information and not legal advice; a specific situation should be assessed with counsel.
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