Turkey: Draft Communiqué On Equity Based Crowdfunding

Last Updated: 5 August 2019
Article by Nezihe Boran Demir

Most Read Contributor in Turkey, August 2019


With the introduction of the amendments to Capital Markets Law No. 63621 ("Capital Markets Law") on December 2017, crowdfunding has been legally accepted. The respective changes have been set out in the earlier newsletter article titled "Crowdfunding in Turkey."2 Although the amendments bring significant impacts to the market, these are very general provisions. Many topics have not been regulated under the Capital Markets Law, and have been left to secondary legislation. Within this content, the type of crowdfunding to be legalized and regulated, the documents required for approval by the Capital Market Board ("Board"), transition clauses for the existing crowdfunding platforms, details regarding the investors, and the limitations regarding funding, are some of the topics left for the secondary legislation to address. Hence, the Board has published the Draft Communiqué on Equity Based Crowdfunding (III-35/A.1) ("Draft Communiqué") for the views and recommendations of all persons and institutions with its announcement dated 3 January 2019. This article will mainly focus on the innovations to be introduced in the near future through the Draft Communiqué with respect to crowdfunding platforms, membership to the platforms, procedures of the campaigns, and the principles to use the funds.

Innovations to be introduced through the Draft Communiqué

The Scope of the Draft Communiqué

The legislator has been silent in respect of its preference for the type of crowdfunding under the Capital Markets Law. As a matter of fact, only crowdfunding based on equity is regulated under the Draft Communiqué, and donation and reward-based models are kept outside of the regulation. The procedures and principles of equity based crowdfunding, crowdfunding platforms, their activities, membership to the platforms and campaign process, utilization of the funds and venture firms, and the control and audit of the funds as to whether they are utilized in line with the purposes generally, are regulated under the Draft Communiqué.

Inclusion to the List

For the existing platforms to continue their activities, or for new platforms to engage in crowdfunding, they should be included to the list by the Board. As per the Draft Communiqué, certain requirements must be met, in addition to the application documentation to be submitted. Notable requirements for the platforms includes, among others, that the platform should be formed as a joint stock company with a minimum paid-in capital of TRY 1,000,000, all the shares must be in registered form, the trade name of the platform should include the wording "Crowdfunding Platform," the articles of association should be in line with the provisions of the Draft Communiqués, and it should clearly be specified that the platform will mainly be engaged in crowdfunding activities under the scope and activities provision of the articles of association. As well, the shareholders and board of directors members should satisfy all the conditions and meet all the qualifications (including the conditions indicating the financial strength, or evidencing that it has not committed any capital markets crimes or financial crimes) as stated under the Draft Communiqué, the board of directors should be composed of at least three members, an investment committee must be established, and existence of the infrastructure must be provided.

Removal from the List

If the platform that is on the list has lost one of the specified conditions, then the Board should be notified of such situation within two business days. The Board then removes the platform that does not qualify under the respective conditions within the notified period of time. As well, the Board has the right to ex officio remove the platform without granting any period if it is detected that such platform acts contrary to the obligations arising from the Draft Communiqué. It is required that such unlisted platform must inform the Board once the trade name and the scope and activities under the articles of association have been amended. The platforms that are unlisted ex officio by the Board, or those based on an application, cannot reapply to be listed in order to engage in crowdfunding activities within one year following the resolution regarding the removal from the list. Likewise, the shareholders of such delisted platform cannot be assigned under any title or become a shareholder in another crowdfunding platform for a term of one year.

Campaign Process

The entrepreneur who would like to be in the campaign under such platform must submit an application. The investment committee of the crowdfunding platform then evaluates the entrepreneur, and/or the business idea, and denies or approves. The approved submissions would be uploaded to the system, and the campaign process of a maximum of 60 days would begin. During the campaign process, the platform would provide daily updates to the entrepreneur. The result of the campaign should further be announced to the public, and the blocked funds should be transferred to the entrepreneur, or returned to the investors based on the results. If the campaign is successful, then the funds should be transferred to the entrepreneur, and the entrepreneur is to make a capital increase within 30 days. When the capital increase has been performed, the investors then become shareholders prorated to their investments.

Prohibited Activities of Platforms

The Draft Communiqué sets forth those activities that platforms cannot engage in. Accordingly, the platforms cannot intermediate in activities of granting loans or lending money, cannot engage in crowdfunding activities based on real estate, cannot perform crowdfunding activities in order to raise funds from residents in Turkey; for the companies that are resident abroad, cannot provide assessments, analysis, or comments regarding the venture firms, or projects to the investors that would qualify as investment recommendations, cannot publish advertisements of the venture firm or the project for which the campaign process is continuing, other than the introduction of such project or the venture firm, and the platform, together with its shareholders, the board members, and investment committee, cannot fund the venture firm or the project for which the campaign process is ongoing.

Membership of the Investor to the Platform

Investors are obliged to become a member, electronically, to the platform for the purposes of crowdfunding. The platforms should determine and confirm the authenticity of the identities of the investors who apply for this membership. Such information is to be transferred to the Central Registry Agency. A membership agreement, the minimum content of which is listed under the Draft Communiqué, is to be executed. The awareness of the investor in terms of the risks undertaken is to be determined, and then such application will be accepted, accordingly. Investors who become members as such would make investments 14 days from the acceptance to membership.

Other Provisions

Other provisions under the Draft Communiqué regulate additional topics to the aforementioned provisions. In the transfer of the shares of a platform that is included on the list, the real person and legal entity becoming a shareholder, or shareholders, which have significant influence of such a legal entity, and that have significant influence in such platform, must meet the required qualifications of the shareholders. The Board must be notified of the share transfer, together with the evidencing documents. Share transfers that have not been ratified by the Board become void.

Other than the aforementioned provisions, foreign crowdfunding platforms are subject to the solicitation prohibition in Turkey. Additionally, an investment limit of TRY 20,000 has been set for real person investors, entrepreneurs cannot run two separate campaigns, simultaneously, control of the utilization of the funds in line with the purpose by the auditing companies, public disclosure requirements of the venture firms, and the responsibilities of the board members, are the other topics regulated under the Draft Communiqué.


Many topics that remain unaddressed are regulated within the scope of the Draft Communiqué. The scope of the Draft Communiqué only covers equity based crowdfunding. The platforms engaging in funding are required to be included on the list by the Board. As per the Draft Communiqué, there are certain conditions to be met by such platforms to be listed, such as capital adequacy, inclusion of mandatory content to the articles of association, and satisfaction of the required qualifications by the shareholder or board members. If the listed platforms lose one of the qualifications, or act contrary to the legislation, then the Board has the authority to remove such platform from the list. The campaign process of a maximum of 60 days is initiated by uploading the campaign that has been approved by the investment committee. The platforms cannot engage in certain activities, such as intermediating loans or lending money, providing investment recommendations, and cannot fund the venture firm or the project for which the campaign process is ongoing. The Draft Communiqué further regulates the membership procedures, change of shareholding in platforms, investment limitations, monitoring of the utilization of the funds, and obligations of the board members.


[1] Capital Market Law No. 6362, OG, No. 28513, 30.12.2012.

[2] Boran Demir, Nezihe:" Crowdfunding in Turkey," Erdem & Erdem Newsletter, January, 2018.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
Herdem Attorneys at Law
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Herdem Attorneys at Law
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions