Public Offerings and IPOs in Türkiye: The SPK Approval Path

If your company wants to raise capital from the public in Türkiye, the road runs through one regulator: the Capital Markets Board, known by its Turkish initials 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 →. Before any shares can be offered to investors or traded on Borsa İstanbul, you must prepare a disclosure document called an izahname (prospectus) and have the SPK approve it. This guide walks foreign founders and investors through the process at a high level, from preparing the prospectus to your duties once you are a listed company.

What a public offering means in Türkiye

A public offering (in Turkish, halka arz) is the sale of a company's shares or other securities to a broad group of investors rather than to a few private parties. An IPO (initial public offering) is the first time a company does this. Once shares are publicly offered and admitted to the exchange, the company becomes a publicly held company with disclosure duties it did not have as a private firm.

The framework is set by the Capital Markets Law No. 6362 (Sermaye Piyasası Kanunu), overseen by the Capital Markets Board (SPK / CMB). The exchange itself, Borsa İstanbul (BIST), then decides whether and where your shares may be listed and traded. Think of it as two gates: the SPK gate (approving your disclosure to investors) and the Borsa İstanbul gate (admitting your shares to a market).

The izahname: your prospectus and why approval is mandatory

The center of the whole process is the izahname — the prospectus. It is the formal disclosure document that tells investors who you are, what they are buying, what rights the securities carry, and what risks they face. Under Article 4 of Capital Markets Law No. 6362, preparing a prospectus and having it approved by the SPK is compulsory before securities can be offered to the public or admitted to trading on the exchange.

A typical prospectus is built from several parts, including a plain-language summary section and detailed information about the issuer and the securities. It must name the persons responsible for its content. The SPK sets the standards for what minimum information goes in, the form it takes, and how it is published — under the authority given to it in the Law.

• Issuer information — your business, financials, management, and governance.
• Securities information — what is being offered, the rights attached, and pricing approach.
• Risk factors — an honest account of what could go wrong.
• Summary — a short, readable overview for ordinary investors.

How SPK approval works

You (through your advisers and an authorised brokerage/investment firm) file the draft prospectus and supporting documents with the SPK. The SPK reviews whether the disclosure is consistent, understandable, and complete against its prospectus standards, and either approves it or asks for changes. Approval is a confirmation that the document meets disclosure standards — it is not the regulator's endorsement of the investment or a promise that the shares will perform.

The Law sets review periods for the SPK to decide on a prospectus application — with a longer window applying to initial public offerings than to later offerings. Treat any specific day-count as a target rather than a guarantee: the clock can effectively pause while the regulator waits for missing documents or revised drafts, so the real-world timeline depends heavily on how complete and clean your first filing is.

Getting listed on Borsa İstanbul

SPK approval clears your disclosure. Separately, Borsa İstanbul decides whether your shares may be admitted to trading and on which market they will sit. Listing is governed by Borsa İstanbul's own Listing Directive (Kotasyon Yönergesi), approved within the SPK framework.

Borsa İstanbul is organised into several market segments — for newly listed shares these include the Yıldız Pazar (Star Market), the Ana Pazar (Main Market), and the Alt Pazar (Sub-Market), among others. Which market your company qualifies for depends on criteria such as the market value of the publicly offered portion, free-float, and financial track record.

• Star Market — the segment for larger offerings, with the highest size thresholds.
• Main Market — the middle tier for mid-sized companies.
• Sub-Market — the entry tier for smaller offerings.

The exact monetary thresholds for each market are set by Borsa İstanbul and updated periodically, and they have been revised in recent years. Because these figures move, you should always confirm the current thresholds before assuming which market you fit — the right segment can change between one year's rules and the next.

Costs, timing, and the team you will need

An IPO is a project, not a filing. Beyond your own management, you will work with an authorised brokerage/investment firm (often acting as the lead intermediary or underwriter), independent auditors, and legal counsel. The brokerage firm coordinates the offering and is one of the parties that signs and stands behind the disclosure.

There are costs at several stages — regulator and exchange fees, advisory and underwriting fees, audit, and legal work. These fees and tariffs are set by the SPK and Borsa İstanbul and change over time, so we deliberately do not quote figures here; your advisers should give you a current, itemised estimate for your specific deal. Timing typically runs across several months from the decision to go public to the first day of trading, driven mostly by how long preparation, audit, and the review cycle take.

Life as a listed company: ongoing disclosure

Going public is the start of an ongoing relationship with the market, not the end of the process. As a publicly held company you take on continuous public-disclosure obligations under Capital Markets Law No. 6362 and SPK rules. The goal is simple: investors and the market should always have the information they need to make informed decisions, on a level footing.

• Material event disclosures (özel durum açıklamaları) — you must promptly disclose significant developments that could affect the value of your securities or investors' decisions.
• Periodic financial reporting — regular financial statements and reports, prepared and audited to the required standards.
• Corporate governance — compliance with applicable governance principles for listed companies.
• Insider and trading rules — controls around inside information and dealings in your own shares.

The Law also makes clear that those who sign public-disclosure documents — prospectuses, material event disclosures, financial reports and similar documents the SPK requires — can be held responsible for false, misleading, or incomplete information in them. Disclosure is a legal duty with real liability attached, not a formality.

Common pitfalls for foreign-owned companies

Foreign founders and investors tend to hit the same avoidable problems on the road to an IPO in Türkiye. Knowing them early lets you plan around them.

• Marketing too early. Before the prospectus is approved, advertising and promotional communications are tightly regulated — any pre-approval advertisement must, among other things, make clear that the prospectus has not yet been approved, and the permitted form and content are set by the SPK's in-force advertising/sale rules (as of 2026, confirm the current communiqué). Keep all pre-approval communications within the limits your advisers set.
• Messy group structure. Cross-border holding chains, related-party loans, and intra-group transactions often need restructuring and clear documentation before a public offering.
• Financials not ready. Audited statements to the required standard, covering the necessary periods, are foundational — gaps here delay everything downstream.
• Underestimating life after listing. The disclosure and governance burden is continuous. Build the internal capability to meet it before you list, not after.
• Assuming yesterday's thresholds. Listing thresholds and fees change; plan against current figures, not numbers from an older guide.

Frequently asked questions