Capital Markets Law in Türkiye: What Foreign Investors Need to Know

Türkiye's capital markets run on one main framework: Capital Markets Law No. 6362, enforced by the Capital Markets Board (in Turkish, Sermaye Piyasası Kurulu, or SPKSPKThe Capital Markets Board — and the Capital Markets Law No. 6362In Turkish the same three letters are used for the regulator (Sermaye Piyasası Kurulu) and for the statute it administers (Sermaye Piyasası Kanunu No. 6362).Glossary →). This guide explains, in plain English, who the regulator is, what counts as a regulated security, the difference between public and private issuers, how investors are protected, and the rules against insider trading and market manipulation. It is written for foreign companies, funds and investors who want to issue, list, invest or do deals in Türkiye and need to understand the legal map before they start.

The legal framework at a glance

The cornerstone of capital markets regulation in Türkiye is Capital Markets Law No. 6362. It sets the rules for issuing securities, offering them to the public, operating markets and exchanges, and protecting investors. Around this law sits a large body of secondary regulation (communiqués and board decisions) issued by the regulator, plus the rules of Borsa İstanbul, the national exchange.

For a foreign investor, the practical takeaway is that capital markets activity is a licensed, supervised space. Whether you are raising capital, launching a fund, providing investment services, or simply taking a significant stake in a listed company, you are stepping into a regime where the regulator must usually be informed and, in many cases, must approve what you do in advance.

Who the regulator is: the SPK (Capital Markets Board)

The Capital Markets Board — Sermaye Piyasası Kurulu, almost always written as SPK, and called the CMB in English — is the public authority that supervises Türkiye's capital markets. Think of it as the Turkish equivalent of the SEC in the United States or the FCA in the United Kingdom.

In broad terms the SPK is responsible for:

• Approving public offerings and reviewing the prospectus (in Turkish, izahname) before securities are offered to the public;
• Licensing and supervising investment firms, portfolio management companies, funds and other market participants;
• Issuing the detailed rules (communiqués) that fill in the day-to-day operation of the law;
• Monitoring the market for abuse and imposing administrative measures and fines; and
• Protecting investors, including disclosure obligations on listed companies.

The market infrastructure: Borsa İstanbul, MKK and Takasbank

Three institutions form the backbone of the market, and foreign investors will deal with all of them, directly or through a broker:

• Borsa İstanbul (BIST) — the national stock exchange where shares, bonds, derivatives and other instruments are listed and traded.
• Central Securities Depository (MKK) — Merkezi Kayıt Kuruluşu, the central registry that keeps the dematerialised (electronic) records of who owns which securities. In Türkiye, securities are generally held in book-entry form rather than as paper certificates.
• Takasbank — the central clearing, settlement and custody bank that sits between buyers and sellers so that trades settle safely.

For a foreign investor the practical point is that ownership is recorded centrally and electronically, and you will typically access the market through a licensed Turkish intermediary that connects you to this infrastructure. You do not deal with the exchange directly as a retail or institutional buyer — you go through a regulated broker.

What counts as a regulated security

Capital Markets Law No. 6362 applies to capital market instruments, a deliberately broad concept. In practice this captures:

• Shares (equity) and similar ownership instruments;
• Debt instruments such as bonds and bills (in Turkish, tahvil and bono) and sukuk-type lease certificates;
• Investment fund units and shares in investment trusts;
• Derivatives and other instruments the regulator designates.

The reason the definition matters is simple: if your instrument falls inside it, the law's machinery — disclosure, licensing, offering rules, market-abuse prohibitions — switches on. Structuring an investment so that it does or does not constitute a public offering of a capital market instrument is often the most important early legal question.

Public issuers versus private issuers

A central distinction in the law is between offering securities to the public and keeping a raise private.

A public offering — broadly, inviting the public to buy securities — generally triggers the heaviest obligations: SPK approval, a published prospectus (izahname) describing the issuer and the risks, and, once a company becomes publicly held, ongoing duties such as continuous disclosure of material events, periodic financial reporting and corporate-governance requirements. Companies whose shares trade on Borsa İstanbul are the clearest example.

A private placement or an offering limited to qualified (professional) investors is subject to lighter requirements, because the law assumes such investors can fend for themselves. But "private" has legal limits: cross the line into a public offering — for example by marketing widely — and the full prospectus and approval regime applies retroactively in substance, with penalties for having skipped it.

Investor protection and disclosure

Investor protection runs through the whole of Law No. 6362. The main pillars are:

• Disclosure — publicly held companies must keep the market informed through prospectuses at the offering stage and continuous disclosure of price-sensitive developments afterwards, so that investors trade on the same information.
• Prospectus liability — those responsible for a prospectus can be held liable for false or misleading information in it, giving investors a route to compensation.
• Licensing of intermediaries — only licensed firms may provide investment services, and they owe conduct duties to clients.
• Segregation and safekeeping of client assets through the central settlement and custody system, and an investor-compensation mechanism for certain failures of intermediaries.

For a foreign investor, two things follow. First, the information you rely on when buying a listed Turkish security is legally required to be disclosed — and is actionable if it is false. Second, you should always check that any firm soliciting your investment is actually SPK-licensed; dealing with an unlicensed operator strips away most of these protections.

The market-abuse regime: insider trading and manipulation

Capital Markets Law No. 6362 prohibits and criminalises market abuse. The two core offences, using the law's own terms, are:

• Insider trading / misuse of inside information (in Turkish, bilgi suistimali) — trading, or tipping others to trade, on the basis of non-public, price-sensitive information.
• Market manipulation / market fraud (in Turkish, piyasa dolandırıcılığı) — transactions or schemes designed to create a false or misleading impression of a security's price, supply or demand, or otherwise to deceive the market.

These are not just regulatory breaches. They can carry criminal liability, including imprisonment and judicial fines, alongside the SPK's administrative powers. Turkish courts, including the Court of Cassation, apply these provisions, and enforcement does happen — though the exact sentencing ranges are set by the statute and should be checked against the current text.

Practical points for foreign investors and issuers

Bringing the framework together, here is what tends to matter most when you actually do something in the Turkish capital markets:

• Foreign investors are welcome and can hold and trade Turkish securities, generally through a licensed local intermediary and the central custody system. There is no separate "foreigner" exchange — you use the same market infrastructure.
• Notification thresholds matter. Building or reducing a significant stake in a listed company can trigger disclosure obligations, and in some cases a mandatory tender offer (in Turkish, zorunlu pay alım teklifi) to minority shareholders once you acquire control. Confirm the current thresholds before you cross them.
• Fund and asset-management structures are regulated. Launching or marketing a fund to Turkish investors generally needs SPK involvement. Marketing a foreign fund into Türkiye is not automatically permitted: under the SPK's Communiqué VII-128.4 (Foreign Capital Market Instruments, Depositary Receipts and Foreign Investment Fund Shares), foreign fund shares can only be sold in Türkiye through an authorised local representative (in Turkish, fon temsilcisi) and the fund must clear regulatory size thresholds — the shares to be sold must have a minimum current value of (as of 2026, approximately EUR 2,000,000; this threshold is set by communiqué and changes periodically — confirm the current figure), and the fund's net asset value must meet a separate, higher floor. Confirm the current thresholds and conditions before relying on any structure.
• Tax and exchange rules sit alongside the capital-markets regime and should be checked in parallel, not after the fact.
• Timing is regulatory, not just commercial. SPK approval, prospectus review and exchange admission all take time. Build that into your deal calendar.

Frequently asked questions