The “Law Amending the Capital Markets Law No. 7518” amending various articles of the Capital Markets Law No. 6362 (“Law”) entered into force after being published in the Official Gazette dated 02.07.2024 and numbered 32590. With the said regulation, crypto asset service providers are subject to the regulation and supervision of the Capital Markets Board (“Board”) within the scope of the Law. The “Communiqué No. III-35/B.1 on the Establishment and Operating Principles of Crypto Asset Service Providers” (“Communiqué No. III-35/B.1”) and the “Communiqué No. III-35/B.2 on the Operating Procedures and Principles and Capital Adequacy of Crypto Asset Service Providers” (“Communiqué No. III-35/B.2”) prepared within the framework of the secondary regulation studies conducted by the Board entered into force upon publication in the Official Gazette dated 13/3/2025 and numbered 32840.
The main issues regulated by the Communiqué numbered III-35/B.2 are as follows:
- The services and activities that crypto asset service providers can offer,
- Trading, storage and transfer of crypto-assets,
- Listing of crypto assets on platforms,
- Procedures and principles regarding the capital adequacy of crypto asset service providers are regulated.
The obligations imposed on crypto asset service providers are mainly as follows;
- Services and Activities of Crypto Asset Service Providers:
In order to perform each of the services and activities regulated by the Communiqué as a regular occupation, commercial or professional activity, it is mandatory to obtain permission from the Board.
The services and activities regulated by the Communiqué and which may be performed with the permission of the Board are as follows
a) Receiving and executing orders related to crypto assets, clearing and settlement, transfer of crypto assets and custody services required by these.
b) Intermediation for the initial sale or distribution of crypto assets.
c) Storage and management of crypto assets or private keys related to these assets or other custody services to be determined by the Board.
ç) Engaging in investment advisory activities for crypto assets.
d) Engaging in other services and activities to be determined by the Board.
Other services that crypto asset service providers may offer depending on the services and activities for which they are authorized
a) Trading, initial sale or distribution, clearing, transfer and custody transactions of non-fungible and unique assets (“NFT”) used to record the representation and ownership of digital assets and assets used only to create or provide various elements in virtual games.
b) Financial analysis and general advice services in relation to crypto assets.
Crypto asset service providers are obliged to notify the Board of the other services they plan to offer during their operating license applications.
- Activities of Organizations Resident Abroad:
Provided that activities such as promotion, advertisement and marketing are not carried out for residents in Türkiye, all kinds of services received by residents in Türkiye from non-resident crypto-asset service providers on their own initiative, as well as the accounts they open with these institutions, the cash and crypto-assets sent to these accounts and the transactions carried out through these accounts are outside the scope of this Communiqué.
In the event that any of the following situations exist: opening a place of business in Türkiye, creating a Turkish website, conducting promotional and marketing activities directly and/or through persons or institutions residing in Türkiye regarding the investment services and activities offered by non-resident institutions, the activities are deemed to be directed to residents in Türkiye and the provisions of the relevant legislation are applied.
- Operating Permit and Establishment Obligations:
Crypto-asset service providers must obtain permission from the Capital Markets Board in order to continue their activities. In order to receive approval, certain security, infrastructure, internal audit and risk management systems must be established. Crypto-asset service providers must be established as a joint stock company and meet certain financial conditions. Minimum capital limits have been determined for the establishment and this capital must be paid entirely in cash. Founders must not have been convicted of bankruptcy or financial crimes and must comply with certain restrictions related to the financial sector.
Founders must not have been convicted of bankruptcy or financial crimes and must comply with certain restrictions related to the financial sector.
- Capital Adequacy:
Crypto asset service providers are required to have a minimum establishment capital and to have paid this capital in cash. The capital of crypto asset providers cannot be below a certain amount. A minimum capital of 150,000,000 TL is required for platforms and 500,000,000 TL for custodians.
- Transfer of Shares in Crypto Asset Service Providers:
Crypto asset service providers must obtain permission from the Board if certain thresholds are exceeded in share transfers. In particular, prior Board approval must be obtained for share transfers at significant rates such as 10%, 20%, 33% and 50%.
- Storage of customers’ crypto assets on platforms:
Crypto asset service providers are required to keep a large portion of their customer assets in custodians.
While the principle of keeping at least 95% of customer assets in custodians has been introduced, the rate that can be kept in platforms has been limited to 5%, however, if this rate exceeds 10% during the day, the excess must be transferred to the custodian immediately. Platforms are required to keep a liquid reserve of 3% of customer assets, and the scope and calculations of this reserve may be determined by the Board.
In addition, the platform and custodians are obliged to instantly monitor transfer transactions and obtain confirmation from customers in case of unusual transactions, and they are jointly and severally responsible in this process.
- Listing Principles:
The listing committee to be formed by the board of directors of crypto asset service provider platforms;
- Must consist of at least three members,
- The majority of the members must consist of individuals with at least seven years of experience in the fields of finance, law, information technologies, information security and distributed ledger network technologies,
- At least one member must be a member of the board of directors of the platform.
The listing committee is responsible for making decisions on the listing and delisting of crypto assets and checking the conformity of the crypto assets to be listed with the principles set out in the Communiqué, by exercising due prudence and care.
- Crypto Assets That Can Be Listed
It is essential that crypto asset service provider platforms list crypto assets that can be stored in custody institutions authorized by the Board. The crypto assets to be listed on the platforms must comply with the following principles;
- There should be no restrictions or prohibitions imposed by the relevant authorities regarding the issuance of the underlying asset of the crypto asset and its use in trading transactions, and it should not be of a nature that would exceed legal regulations or be used for this purpose to a significant extent.
- It should not be created in a way that provides unilateral extraordinary rights to the project owner.
- The project owner should not be on national or international banned lists within the scope of the provisions of Law No. 7262 regarding money laundering and financing of terrorism.
- It should not be of a nature that allows transfer transactions by hiding wallet addresses.
- It should be able to be stored in cold wallets.
Except for other crypto assets specified in the third and fourth paragraphs of Article 16 of the Communiqué and determined by the Board, the platforms themselves or;
- Partnerships in which a natural person and their spouse and children under their custody participate with unlimited liability or in which they are the chairman, member, general manager or assistant general manager of the board of directors,
- Partnerships in which a legal person or the above-mentioned persons, excluding public legal entities, directly or indirectly participate in 10% or more of their capital or voting rights,
- Those determined by the Board to have acted together due to employment, contractual relationship or other reasons,
cannot list the crypto assets they first sold or distributed.
- Reconciliation System and Central Registry Institution Integration:
Platforms and custodians must integrate with the Central Securities Depository and Trade Repository of the Turkish Capital Markets, Merkezi Kayıt Kuruluşu A.Ş. (“MKK”) regarding customer crypto asset balance information held in the institution’s registry system and provide the reporting requested by the MKK. The reporting made to the MKK by platforms and custodians must yield the same results. The reports sent to the MKK by platforms and custodians are compared by the MKK and central registry reports are created as a result of the comparison. In the event of a difference between the reports sent by the platform and the custodian, the MKK shall promptly notify the Board regarding the difference.
If there is no difference in the report, the transactions recorded in the institution registration system on a per-crypto asset basis by the Platforms are clarified on a per-customer basis and a clarification report is created. The procedures and principles regarding the reporting to be made by the Platforms and depository institutions to the MKK, the transactions to be established by the MKK and the notifications to be made will be determined according to the directive to be determined by the MKK and approved by the Board.
- Debt limit liability:
The total of all short-term and long-term liabilities of crypto asset service providers on the balance sheet cannot exceed three times their capital adequacy base. In determining the amount of liabilities, their current value is taken into account.
- Customer Information Obligations:
There is an obligation to provide clear and accurate information to customers about the services offered, the fees and risks associated with these services.
- Reporting and Notification Obligations:
The obligation to inform the Board about the case and follow-up processes within certain periods of time is a critical regulation in terms of ensuring transparency.
Among those who have applied for establishment within the scope of the Board’s Principle Decision numbered i-SPK.35.B (Decision numbered 42/1259 dated 8/8/2024); those included in the “List of Those in Operation” as of the date of publication of this Communiqué and the platforms that have applied before the date of publication of this Communiqué must have their storage infrastructures compliant with the regulations determined regarding storage as of 30/6/2025.
As of the date on which the institutions within the scope of the first paragraph apply to the Board to obtain an operating permit for their capital and equity obligations, it is mandatory to comply with the other provisions of the Communiqué by 30/6/2025 at the latest.
You may access the full text of Communiqué No. III-35/B.2 on the Operating Procedures and Principles and Capital Adequacy of Crypto Asset Service Providers from the link below.
For detailed information and professional support during the compliance process, feel free to contact us.
This Legal Alert has been prepared for general information purposes only on current legal issues, and the evaluations contained in this Legal Alert do not constitute legal advice or a legal opinion. It is not possible to impose any liability on SRP-Legal Law Office due to the content of this Legal Alert. It is recommended to obtain the opinion of a legal advisor regarding your questions and enquires within the scope of this Legal Alert.
