A venture round in a licensed Turkish fintech is a regulated transaction. In a payment or e-money institution licensed by the Central Bank of the Republic of Türkiye (TCMB), Article 25 of Law No. 6493 makes acquisitions that reach 10% or cross 20, 33 or 50% of the capital, directly or indirectly, subject to TCMB permission, and a transfer made without it cannot be entered in the share ledger. In a crypto-asset service provider (KVHS) authorised by the Capital Markets Board (SPK), Article 26 of Communiqué III-35/B.1 uses the same ladder and adds a notification duty for smaller changes. This guide (as of November 2026) covers who may hold shares, when approval is triggered, which investor rights need care and how an ESOP fits in.
Two regulators, one question: who ends up holding what
| Issue | Payment / e-money institution (TCMB) | KVHS (SPK) |
|---|---|---|
| Shares | Joint-stock company; shares issued for cash and all registered (Law 6493 Arts. 14(2), 18(3)); account-information-only institutions exempt (Art. 14/A) | Joint-stock company; all shares registered and issued for cash (III-35/B.1 Art. 5(1)) |
| Who must be suitable | Holders of 10% or more and anyone holding control | Founders and shareholders, with no percentage floor in the text, plus look-through holders (Art. 6) |
| Permission | Reaching 10%; crossing 10, 20, 33 or 50%; transfers taking a holder below them (Art. 25(1)) | Becoming a 10% shareholder; crossing 10, 20, 33 or 50%; ownership changes taking a holder below them (Art. 26(1)) |
| At any percentage | Creating, transferring or issuing shares with a privilege to nominate board or audit committee members (Art. 25(2)) | Transfers of privileged shares carrying board representation, or of shares carrying usufruct (Art. 26(2)) |
| Upstream | Change of control of a 10% legal-entity shareholder (Art. 25(3)) | Threshold and privilege changes inside a legal-entity shareholder (Art. 26(3)) |
| Smaller changes | Changes affecting information given to the TCMB notified without delay (Art. 23(3)) | Transfers below or between thresholds notified within 10 business days (Art. 26(4)) |
| Sanction | No ledger entry; entries made anyway are void (Art. 25(5)) | Same (Law 6362 Art. 35/B(1); Art. 26(6)) |
For a KVHS, every articles amendment also needs the SPK’s favourable opinion (III-35/B.1 Art. 8(3)). A round adding a share class, a privilege or conditional capital reaches the SPK even below the thresholds.
Who may be a shareholder: the suitability test
In a payment or e-money institution, holders of 10% or more and anyone holding control must meet the qualifications the Banking Law (No. 5411) requires of bank founders (Law 6493 Arts. 14(2)(b), 18(3)(b), 25(4)). Banking Law Article 8 lists them: no bankruptcy or concordat, no qualified holding in failed banks or liquidated financial institutions, no conviction for listed offences (fraud, embezzlement, money laundering, tax evasion and others), financial strength, reputation, honesty and competence. A legal-entity founder needs a transparent ownership structure, and its direct or indirect natural-person qualified shareholders must pass the same tests. Law 6493 imports these qualifications but not the Banking Law’s share-transfer article (Art. 18), although Article 25 uses the same ladder. Losing the Article 14 conditions allows revocation of the licence (Arts. 16(1)(ç), 19).
“Control” is broad: a majority of capital, direct or indirect, or, without it, privileged shares, a majority of votes through agreements with other shareholders, or any power to appoint or remove the board majority (Regulation Art. 3(1)(bb)). A “qualified shareholder” holds 10% of capital or votes, or board-nomination privileged shares (Art. 3(1)(ee)).
In a KVHS, Article 6(1) of III-35/B.1 applies similar conditions to founders and shareholders without a percentage floor, adding no trading ban under Law 6362 Art. 101 and no SPK administrative fine in the last five years. The conditions also reach natural persons entitled to more than half of distributable profit or to elect more than half of the board (Art. 6(2)), and the 10% and privileged holders of legal-entity founders and of legal-entity shareholders holding 10% or a board privilege (Art. 6(3)).
When a round triggers approval
Both texts speak of acquisitions, so on their wording a subscription for new shares is caught just as a secondary purchase is. Three points are easy to miss:
- Indirect holdings count. The TCMB Regulation traces legal-entity shareholders up the chain, where necessary to natural persons, and multiplies holdings through each tier (Art. 13(2)): a fund owning 40% of a holding company that owns 30% of the institution holds 12% indirectly (our arithmetic). A person’s holdings are added to those of the spouse, children and controlled companies (Art. 13(1)). The SPK may also treat persons acting together as one (Art. 26(7)).
- A round at the parent is a round at the institution. An investor taking 10% or more of a foreign holding company that wholly owns the Turkish institution needs approval in Türkiye, although no Turkish share changes hands.
- Dilution. The TCMB text applies the downward test to transfers. The SPK text applies it to “ownership structure changes”, which in our reading covers a founder diluted below 50% by a capital increase.
The TCMB file includes the source of funds, the agreement, corporate approvals, the EK-18 checklist and most licensing documents: notarised declarations, criminal records, undertakings that the capital comes from own resources, three years of financial statements for legal entities, and tax and social security clearance (Reg. Arts. 12(2), 11(4)). If deficiencies stay unremedied for six months, the application is deemed not made (Art. 12(13)). Neither Article 25, Regulation Article 12 nor III-35/B.1 Article 26 sets a decision deadline, so build approval into the long-stop date.
SAFEs, notes and options: approval at conversion, planning at signing
Article 25 attaches permission mainly to acquiring shares and to creating a usufruct with voting rights. A SAFE, convertible note or option is a contractual right to shares later, so on the wording approval comes at conversion or exercise. The Turkish Commercial Code (TCC) agrees for conditional capital: capital increases when the right is exercised and paid (Art. 463(2)). Three cautions:
- Make conversion conditional on approval wherever the converted stake reaches a threshold. Otherwise the shares cannot be entered in the ledger, and only those entered in it are shareholders towards the company (Law 6493 Art. 25(5); TCC Art. 499(4)).
- Side rights can create “control” before conversion, for example a voting agreement securing the board majority (Reg. Art. 3(1)(bb)).
- Both regimes require shares issued for cash. If conversion capitalises the investor’s receivable instead of a fresh cash subscription, test it against Law 6493 Arts. 14(2)(c) and 18(3)(c) or III-35/B.1 Art. 5(1)(c) before signing. Our SAFE guide covers the general mechanics.
Investor rights that need care
Board seats. A board representation right for a share group must be in the articles, and shares carrying it are privileged (TCC Art. 360). In a payment or e-money institution, creating, transferring or newly issuing such shares needs TCMB permission at any percentage (Law 6493 Art. 25(2)), and the holder becomes a qualified shareholder. In a KVHS, the privilege needs an articles amendment with the SPK’s opinion, and later transfers need SPK permission at any percentage (Art. 26(2)). In our reading, a seat promised only in a shareholders’ agreement is not a privileged share, but it can still amount to control if it secures the board majority.
The director. The TCMB Regulation requires no prior approval of directors: the board has at least three members including the general manager, each meeting Banking Law Art. 8(1)(a) to (d) (Art. 23), and appointments are notified within 20 business days (Art. 25(1)). A KVHS board has at least three members, a majority with four-year degrees, each meeting the shareholder conditions except financial strength (III-35/B.1 Art. 15), and general manager and deputy appointments need the SPK’s favourable opinion (Art. 14(4)).
Other rights. Liquidation, dividend or voting privileges are created in the articles (TCC Art. 478); a voting usufruct counts as an acquisition (Law 6493 Art. 25(1)). Drag-along, call options and share pledges end in an acquisition when enforced, and the TCMB Regulation expressly covers purchases through the enforcement office (Art. 12(4)): make approval a condition of each.
ESOP in a licensed company
A conditional capital increase for employees needs an articles clause stating its amount, the entitled groups and the exclusion of pre-emption rights (TCC Arts. 463, 465); in a KVHS that clause needs the SPK’s opinion, and each employee who becomes a shareholder falls within Article 6(1). A pool vehicle or trustee holding 10% faces the founder test. In leaver buy-backs, a buyer crossing a threshold needs permission. Transfers among existing qualified shareholders of a TCMB-licensed institution that cross no threshold, change no privilege and leave the set of qualified shareholders unchanged are only notified, within 10 business days (Reg. Art. 12(10)). A cash-settled phantom plan creates no shares, so on the text it does not engage these rules.
Where to start: timeline and checklist
- Before the term sheet: model the post-money and fully diluted cap table, direct and look-through, against 10, 20, 33 and 50%, and run the suitability test on each investor, its upstream holders and any nominated director.
- Term sheet: make approval a condition to closing, conversion and exercise, with a realistic long-stop date.
- Filing: collect the document pack early and answer deficiency letters well inside six months.
- Closing: pass the capital increase resolution after approval; an increase not registered within three months of the resolution lapses (TCC Art. 456(3)).
- After closing: 20 business days for TCMB board notifications, 10 business days for SPK notifications, and updated criminal records of natural-person qualified shareholders every two years (Reg. Art. 11(16)).
On the licences themselves, see our payment and e-money licensing page, CASP compliance page and fintech law hub.
Frequently asked questions
Does signing a SAFE with a licensed payment institution require TCMB approval?
On the wording of Law 6493 Art. 25, permission attaches to acquiring shares: it is needed when the SAFE converts into a stake that reaches a threshold or carries a board-nomination privilege. Side rights giving control before conversion bring the founder test in earlier.
Does a 5% investor in a crypto-asset service provider need SPK permission?
Not if the stake stays below 10% and carries no board representation privilege or usufruct. The investor must still meet the Article 6(1) conditions, the transfer is notified to the SPK within 10 business days (III-35/B.1 Art. 26(4)), and any articles amendment needs the SPK’s favourable opinion (Art. 8(3)).
Does a round at our foreign holding company need Turkish approval?
It can. Both regimes count indirect holdings, so reaching 10% of the Turkish company through the parent triggers the same permission as a direct acquisition.
Sources. Law No. 6493 (Official Gazette 27.6.2013, No. 28690), Arts. 14, 14/A, 16, 18, 19, 23 and 25; TCMB Regulation on Payment Services and Electronic Money Issuance and Payment Service Providers (Official Gazette 1.12.2021, No. 31676, consolidated), Arts. 3, 11, 12, 13, 23 and 25; Banking Law No. 5411 (Official Gazette 1.11.2005, No. 25983 bis), Arts. 8 and 18; Law No. 7518 (Official Gazette 2.7.2024, No. 32590), adding Art. 35/B to Capital Markets Law No. 6362; SPK Communiqué III-35/B.1 (Official Gazette 13.3.2025, No. 32840), Arts. 5, 6, 8, 14, 15 and 26; Turkish Commercial Code No. 6102 (Official Gazette 14.2.2011, No. 27846), Arts. 360, 456, 463, 465, 478 and 499.
This article is general information and not legal advice; a specific situation should be assessed with counsel.
