Vircon Legal advises crowdfunding platforms, issuers and investors on equity and debt crowdfunding structures, licensing requirements, campaign documentation, disclosure obligations, platform compliance and closing processes. Our work combines capital markets regulation, startup financing and practical transaction execution.
What our crowdfunding practice covers
- Platform licensing and ongoing compliance for Turkish crowdfunding platforms
- Issuer-side campaign structuring and documentation: information forms, risk statements, financial disclosures
- Cross-border crowdfunding under the EU Crowdfunding Service Providers Regulation (ECSPR) and US Regulation Crowdfunding
- Equity and debt crowdfunding architectures
- Qualified investor and accredited investor classification
- Campaign milestones, escrow arrangements and closing documentation
- Post-closing compliance, investor reporting and cap table maintenance
- Crowdfunding-to-VC bridge: structuring later rounds for crowdfunded companies
The Turkish framework
Crowdfunding platforms were brought into the Capital Markets Law No. 6362 by Article 35/A, added by Law No. 7061 (Official Gazette of 5 December 2017, No. 30261). A platform needs Capital Markets Board (CMB/SPK) permission to be established and to start operating, and the CMB sets the maximum amounts investors may invest and issuers may raise. The detailed rules are in the Crowdfunding Communiqué (III-35/A.2), published in the Official Gazette of 27 October 2021 (No. 31641). It covers equity-based and debt-based crowdfunding; reward and donation campaigns fall outside it.
A standalone platform must be a joint-stock company with registered shares, carry “Kitle Fonlama Platformu” in its trade name and have a board of at least three. It can only operate once the CMB has put it on its list, which requires, among other things, an investment committee, internal control and risk management, and agreements with the Central Registry Agency (MKK) and an escrow agent. Development and investment banks, participation banks and broadly authorised brokerage firms can also be listed, under a shorter set of listing conditions. Funds raised stay blocked with the escrow agent until they are released to the company or returned to investors. The CMB’s list dated 4 May 2026 shows 18 platforms, all listed for equity crowdfunding.
2026 limits
The Communiqué’s amounts are revalued each year. For 2026 the CMB set them as follows (Bulletin 2025/68):
| Item | 2026 amount |
|---|---|
| Minimum capital for platform establishment and listing | TRY 15,000,000 |
| Calendar-year limit for a non-qualified individual investor (equity: Art. 15; debt: Art. 18) | TRY 500,000 |
| Cap where a non-qualified individual declares annual net income to the platform (the limit is then 10% of that income, up to this amount) | TRY 2,000,000 |
| Debt crowdfunding: limit per project for a non-qualified individual | TRY 200,000 |
| Equity campaign target above which at least 5% of the target must be covered by qualified investors | TRY 9,000,000 |
The MKK checks investor limits against the latest declaration the platform sends it.
The issuer side, step by step
- Choose equity or debt. Equity funds can only go to a joint-stock company against new shares issued in a capital increase; a limited company must convert first, and existing shares cannot be sold through a campaign.
- Sign the written crowdfunding agreement with the platform and prepare the information form (bilgi formu); the platform publishes it on the campaign page once its investment committee has approved it.
- Plan the calendar: a company may run at most two equity campaigns in any twelve months, within the issue limit the CMB announces each year, with up to 20% additional funds if disclosed in the information form.
- For debt campaigns, use a debt instrument only; loan agreements are not allowed.
- After closing, align the articles of association, share ledger and investor reporting with the campaign terms; for equity campaigns, periodic disclosures run on the campaign page for five years after the year of the campaign.
Cross-border campaigns
In the EU, Regulation (EU) 2020/1503 (ECSPR, OJ L 347, 20.10.2020) sets a single authorisation regime for crowdfunding service providers. Authorisation is sought by a legal person from the competent authority of its Member State, and an authorised provider may then offer services in other Member States under Article 18. Offers above EUR 5,000,000 (calculated over 12 months) are outside its scope. A Turkish CMB listing does not carry over into the EU, so groups targeting both markets plan two regulatory tracks.
Representative work
- Fongogo: advised the crowdfunding and alternative-financing company on its seed round, which closed on 8 June 2021 with USD 163,296 raised at a USD 2,026,122 post-money valuation from six angel investors.
- Istanbul Bar Association fintech session: on 24 January 2018 our Managing Partner spoke on “The Legal Status of Crowdfunding and ICOs” at the session organised by the Bar’s IT Commission.
We advise both standalone crowdfunding platforms and venture-backed startups choosing crowdfunding as part of a broader fundraising strategy. Our VC Due Diligence Checklist and work on SPV structures let us advise across the full capital stack, and crowdfunding sits alongside payments, e-money and crypto in our fintech law hub.
This page is general information and not legal advice; a specific situation should be assessed with counsel.
Questions clients ask us
Can a limited company raise through equity crowdfunding?
Not as it stands. Equity crowdfunding funds can go only to a joint-stock company against new shares issued in a capital increase, so a limited company must convert before the funds are released from escrow. Existing shares cannot be sold in a campaign, which means crowdfunding cannot be used for a founder’s partial exit (Converting a Limited Şirket into an A.Ş.).
How much can we raise, and how often?
A company may run at most two equity campaigns in any twelve months, and the total raised in that period may not exceed the issue limit the CMB announces each year; up to 20% additional funds can be accepted if the information form discloses it. For 2026, a campaign with a target above TRY 9 million succeeds only if qualified investors subscribe at least 5% of the target, so larger campaigns need an anchor investor committed before launch.
What happens to the money during the campaign?
Investors’ payments stay blocked with the escrow agent until the campaign succeeds and the funds are released to the company, or are returned if it fails. Every investor has a forty-eight-hour unconditional right to withdraw a payment order, so the campaign total is not final until two days after the last order (Equity Crowdfunding in Türkiye).
How much can an individual investor put in?
For 2026, a non-qualified individual can invest up to TRY 500,000 a year through equity crowdfunding, or 10% of the annual net income declared to the platform up to TRY 2 million. Qualified investors have no cap. The Central Registry Agency (MKK) enforces the limits across all platforms.
Will a crowdfunding round make our next VC round harder?
It can if the cap table is not planned. The rights and any privileges of the crowd’s shares are fixed in the information form, and no difference in privileges may be created among non-qualified investors, so the articles should be drafted with the next priced round in mind. The rule that a joint-stock company with more than 500 shareholders is treated as public has an exception for companies funded through crowdfunding.
Sources. Capital Markets Law No. 6362. Statute links open the official consolidated Turkish texts on mevzuat.gov.tr.
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