The Capital Markets Board of Türkiye (“CMB”) has introduced two significant regulatory changes through its principle decisions published in Bulletins No. 2026/53, 2026/54 and 2026/56. The new rules affect (i) the review process for initial public offering (“IPO”) applications and (ii) substantial off-exchange transfers of shares in publicly held companies.
1. Priority review for certain IPO applications
The CMB may now prioritise the review of IPO applications upon the issuer’s request, provided that the issuer satisfies at least one of the following criteria:
- First listed company in the relevant city: The issuer will become the first company listed on Borsa İstanbul in the city where its registered office and the factory, production facility or service office generating more than 50% of its revenue have been located for the past five years.
- Public sector controlled companies: The issuer is directly or indirectly controlled by the Ministry of Treasury and Finance, the Türkiye Wealth Fund or another public institution.
- Large international IPOs: The IPO has an expected market value exceeding TRY 15 billion, allocates at least 50% of the offering to international investors, and includes a draft English-language documentation package prepared in accordance with internationally accepted standards and submitted to the CMB.
Practical impact
The amendment is expected to accelerate the review process for strategically significant IPOs, including large cross-border offerings and companies bringing new regional listings to the Turkish capital markets.
2. New CMB-approved Share Sale Information Form for major off-exchange transfers
The CMB has also introduced a new Share Sale Information Form requirement for significant off-exchange share transfers by major shareholders of publicly held companies.
Who is covered?
The requirement applies to shareholders who:
- hold, individually or together with persons acting in concert, more than 20% of the company’s share capital; or
- hold privileged shares granting the right to nominate or appoint at least one member of the board of directors.
Transfer thresholds
Within any rolling 12-month period, the requirement applies where transfers exceed:
| Free float ratio | Threshold |
| Above 50% | More than 2% of the company’s share capital or voting rights. |
| 50% or below | More than 4% of the company’s share capital or voting rights. |
The applicable free float ratio is the ratio in effect on the date of the transfer.
Transactions covered
Off-exchange share transfers, including transfers effected through special orders, the Borsa İstanbul Wholesale Market (TSP), or book-entry transfer/transfer (virman) mechanisms.
Conversion into the type traded on the stock exchange (or conversion into a Borsa-listed/tradable share class).
Exceptions
Companies included in the BIST 30 Index, as well as companies that are directly or indirectly controlled by the Ministry of Treasury and Finance of the Republic of Türkiye, Türkiye Wealth Fund Management Co., or other public institutions, are exempt from the provisions set out above. Accordingly, the aforementioned restrictions and requirements do not apply to such companies.
New approval process
Where the relevant thresholds are exceeded:
- A Share Sale Information Form must be prepared prior to the transfer.
- The form must be submitted to the CMB for approval.
- The transfer cannot be completed until the CMB approval has been obtained.
Responsibility
Responsibility for compliance rests jointly with:
- the transferring shareholder; and
- the investment institution acting as intermediary in the transfer.
Transitional rule
Off-exchange transfers completed before 29 August 2026 will not be taken into account when calculating the relevant 12-month transfer thresholds.
