Cryptoassets for investment and financing

Regulatory threshold

What attributes do the regulators consider in determining whether a cryptoasset is subject to regulation under the laws in your jurisdiction?

The regulatory authorities consider several criteria defined in the legislation to assess whether a cryptoasset is subject to regulation. At present, none of the regulatory bodies have declared that cryptoassets fully fall under the scope of the regulatory framework.

In Press Release 2013/32 the Banking Regulatory Supervision Authority (BRSA) clearly stated that cryptoassets do not constitute electronic money and therefore do not fall under the scope of the Law on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions (Law 6493). Thus, the BRSA has no authority to supervise business transacted with cryptoassets under Law 6493. On review of the definition of ‘electronic money’ in Law 6493, it is obvious that a monetary value can be qualified as electronic money only in cases where the monetary value is:

  • issued on the receipt of funds by an electronic money issuer;
  • stored electronically;
  • used to carry out payment transactions defined in Law 6493; and
  • accepted as a payment instrument by natural and legal persons.

Therefore, the BRSA does not consider cryptoassets to be electronic money.

Second, the Capital Markets Board of Turkey (CMB), in its letter issued to the Capital Markets Association of Turkey on 1 December 2017, stated that cryptocurrencies are not regulated as a derivative financial instrument within the scope of the Capital Markets Law (Law 6362); therefore, Turkish investment institutions must not engage in any spot or derivatives transactions based on cryptocurrencies. According to Law 6362, capital market instruments include:

  • securities;
  • derivative instruments; and
  • other capital market instruments designated by the CMB, including investment contracts.

The CMB does not qualify cryptoassets as derivative instruments, but the following are considered to be securities under Law 6362:

  • shares, other securities similar to shares and depositary receipts related to these shares;
  • debt instruments or debt instruments based on securitised assets and revenues; and
  • depository receipts related to these securities.

However, the CMB does not consider these criteria in order to assess cryptoassets as a security. It is likely to assess cryptoassets under capital market instruments by considering criteria included in the definition of capital market instruments: ‘other capital market instruments designated in this context by the CMB’. In such case, the taxation of business transactions involving cryptoassets will also be considered.

Investor classification

How are investors in cryptoassets classified and treated differently?

Turkish law does not classify cryptoasset investors.

Initial coin offerings

What rules and restrictions govern the conduct of, and investment in, initial coin offerings (ICOs)?

Since Turkish law does not define cryptoassets nor set out a framework for cryptoasset regulation, the legal status of ICOs and the restrictions regarding investment in ICOs are unclear. In Resolution 47/1102 (27 September 2019) the CMB stated that ICOs mostly fall outside the scope of its supervision. The CMB also reiterated that ICOs may have similar aspects to public coin offerings or crowdfunding activities depending on their nature, and in that case ICOs may fall under the supervision of the CMB. The CMB has also issued the Communiqué on Equity Crowdfunding (III-35/A.1), which regulates fundraising from the public through equity by excluding other similar crowdfunding activities such as ICOs and security token offerings.

Security token offerings

What rules and restrictions govern the conduct of, and investment in, security token offerings (STOs)?

According to Law 6362, ‘security’ means:

  • shares, securities similar to shares and the depositary receipts related to these shares;
  • debt instruments or debt instruments based on securitised assets and revenues; and
  • depository receipts related to these securities.

Since securities give their owner the right to partnership, and are purchased and sold for investment purposes, security tokens can qualify as securities under Law 6362. However, the CMB has not yet classified or assessed STOs.

In terms of equity token offerings which can be assessed as STOs, there will be some restrictions. According to the Turkish Commercial Code (6102) (TCC), non-public joint stock companies are not required to issue share certificates and shareholding rights arise on registration of a joint stock company. In that case, equity token offerings can be realised as shareholder rights based on a token rather than a share certificate. However, in case of share transfers in a non-public joint stock company, equity token offerings cannot meet the requirements of the TCC as the transfer of shares without an issued certificate requires written agreement on share transfer, and it is uncertain how the parties will fulfil the requirement to execute a written agreement as described in the TCC. In addition, even if a non-public joint stock company issues share certificates, endorsement and a possession transfer are required in order to transfer the shares. Thus, equity token offerings cannot meet requirements since they enable investors to obtain shares through the blockchain network. For public joint stock companies, a similar result will be obtained. Even if a written agreement is not required for share transfers in public joint stock companies, these transactions are carried out under the supervision of the Central Registry Agency according to Law 6362.



What rules and restrictions govern the issue of, and investment in, stablecoins?

No specific rules and restrictions govern transactions with stablecoins in Turkey. However since stablecoins commit to providing a certain amount of reserve to their investors, this commitment will have legal consequences in line with the general provisions of both civil and criminal law. Therefore, stablecoin issuers must conduct their businesses in line with the principle of good faith.


Are cryptoassets distributed by airdrop treated differently than other types of offering mechanisms?

No specific classification for cryptoassets distributed by airdrop exists. As for other types of offering mechanism, the legal status of cryptoassets distributed by airdrop is unclear.

Advertising and marketing

What laws and regulations govern the advertising and marketing of cryptoassets used for investment and financing?

As the legal status of cryptoassets is not yet clear, the advertising and marketing of cryptoassets used for investment and financing is not subject to specific regulation or restriction. However, in cases where certain types of cryptoasset can be considered to be securities, individuals and institutions which conduct advertising and marketing activities for cryptoasset investment will be subject to the restrictions set out in the Regulation on Commercial Advertising and Unfair Commercial Practices issued by the Ministry of Trade, as well as the Communiqué on Investment Services and Investment Institutions.

Trading restrictions

Are investors in an ICO/STO/stablecoin subject to any restrictions on their trading after the initial offering?

As ICO/STO/stablecoin offerings and trading are not currently subject to regulation, no restrictions apply to these investors. In cases where the CMB determines that an offering and its trading qualifies as the issuance of securities, investors will be bound to the requirements and restrictions set out under Law 6362 as well as the Communiqué on Sales of Capital Market Instruments (II-5.2).


How are crowdfunding and cryptoasset offerings treated differently under the law?

Crowdfunding and cryptoasset offerings are treated differently by the CMB. The CMB has issued the Communiqué on Equity Crowdfunding (III-35/A.1), which entered into force on 3 October 2019 and regulates fundraising from the public through equity. However, the CMB has not yet regulated cryptoasset offerings. However, according to the definition of ‘capital market instruments’ in Law 6362, the CMB has the authority to determine and regulate all other new capital market instruments.

Transfer agents and share registrars

What laws and regulations govern cryptoasset transfer agents and share registrars?

No explicit regulation governs cryptoasset transfer agents and share registrars. However, according to Article 37 of Law 6362, several investment services (eg, the reception and transmission of orders in relation to capital market instruments) must be conducted through a CMB-authorised intermediary. In cases where cryptoassets are qualified as a capital market instruments, institutions which receive or transmit a cryptoasset order will be required to obtain authorisation from the CMB in line with the Communiqué on Principles Regarding Investment Services, Activities and Ancillary Services (III-37.1).


Anti-money laundering and know-your-customer compliance

What anti-money laundering (AML) and know-your-customer (KYC) requirements and guidelines apply to the offering of cryptoassets?

No specific AML and KYC requirements or regulatory guidelines apply specifically to the offering of cryptoassets in Turkey. However, numerous cryptocurrency trading and exchange platforms actively provide services to customers through cooperation with banks in the Turkish market. In practice, these trading and exchange platforms may voluntarily undertake to comply with AML/KYC requirements as best practice. Accordingly, some of the cryptoasset businesses in the Turkish market appoint compliance officers, establish KYC procedures or prepare documentation in this regard.  

Sanctions and Financial Action Task Force compliance

What laws and regulations apply in the context of cryptoassets to enforce government sanctions, anti-terrorism financing principles, and Financial Action Task Force (FATF) standards?

No specific laws and regulations are applicable in the context of cryptoassets, but in Report T-001-3.47 (20 November 2014) the Financial Crimes Investigation Board of Turkey (MASAK) defined money transfer transactions for the purpose of purchasing bitcoin as suspicious activity. However, the report referred only to bitcoin and did not cover other cryptoassets such as ethereum. In its latest Suspicious Transaction Reporting Guideline (11 September 2019), MASAK amended the definition of a ‘suspicious transaction’ regarding cryptocurrency transactions and declared that transfers made for the purpose of purchasing cryptocurrency will be deemed to be suspicious in case of:

  • carrying out money transfers to national and international cryptocurrency exchanges or to real persons’ or legal entities’ accounts in an amount and frequency contrary to the customer’s profile; and
  • incoming transfers to clients’ accounts from an unknown source or suspected to result from a cryptocurrency sale that is incompatible with the receiving party’s financial profile.

Under these circumstances, banks or other obliged financial institutions must inform MASAK of suspicious activities. 

Further, the FATF adopted an interpretive note to Recommendation 15 on New Technologies, clarifying the FATF’s previous amendments to the international standards on virtual assets. FATF described how countries and regulated entities must comply with the relevant FATF recommendations to prevent the misuse of virtual assets for money laundering and terrorist financing. As a member of FATF since 24 September 1991, Turkey must adopt these recommendations and has until June 2020 to take prompt action in the context of virtual asset activities in line with the FATF recommendation.

Law stated date

Correct on

Give the date on which the above content is accurate.

17 December 2019.