Turkey: Regulation Regarding The Formation, Operation And Control Principles Of The Central Registry Agency

Last Updated: 4 November 2014
Article by Naciye Yilmaz

Article 81 of the Capital Markets Law No. 6362 ("Capital Markets Law") indicates that the foundation, operation, membership and audit principals of the Central Registry Agency ("CRA" or "Agency") shall be determined by a Regulation of the Capital Markets Board ("CMB" or "Board"). The Regulation Regarding the Formation, Operation and Audit Principles of the Central Registry ("Regulation") was prepared within this scope and became effective with publication in the Official Gazette dated 07.08.2014 and numbered 29081.

Duty and Powers of CRA

As per Article 5 of the Regulation, the CRA is a joint stock company endowed with legal entity status and established to execute the registry of capital market instruments, pursue electronically these instruments and the rights thereof, execute the global custody of these instruments and fulfill other duties determined by the Board.

As per Article 9, the essential duties of the CRA are: registration of capital market instruments, providing services on the usage of the rights arising thereof, conserving the privacy of the registry and fulfilling the operation of the system safely. Hence, the CRA pursues the consistency of the registration of its members; in the event of incoherency or contradiction related to the system, the Agency provides the required corrections and notifies the case to the CMB immediately. Data collection and data use in a safe way are under the CRA's responsibility. Therefore, the Agency houses an electronic data bank and provides the communication of investors safely. It lends assistance to members about the system of arbitration in case disputes arise related to the operation of system.

Operating Principles and Conditions

As per Article 10, for the fulfillment of aforesaid duties, the CRA must have the sufficient organization and technical equipment in conformity with the Regulation. Moreover, the Agency must take precautions related to the protection of its substantial assets. After establishing the necessary information systems and technological infrastructure, the CRA shall make regulations related to the reliability, integrity and consistency of these systems. If necessary, the CMB is also competent to make arrangements and applications.

The CRA executes these transactions in accordance with certain principles. According to the indicated principles, as per Article 11, the CRA shall establish the necessary infrastructure and equipment area and shall take precautions pertaining to the compliance of its members to the regulations. It supports the movements of the stock exchange to avoid market abuse and treat the implementation of the activities fairly. The Agency provides information flow among members, market participants and the CMB. It must have adequate resources to conduct this electronic data system in a permanent way. The CRA must treat members fairly when it comes to non-judicial punishments and charging. Moreover, for transparency, it shall regularly declare its' financial statements, fees and organizational structure via its website.

Organization of the CRA

CRA's competent bodies are general assembly and board of directors. As per Article 6 of the Regulation, Borsa Istanbul A.Ş., as well as other stock markets, the Istanbul Settlement and Custody Bank and the Turkish Capital Markets Association shall be founding partners.

As per Article 12, CRA's general assembly consists of shareholders. General assembly may be convened as ordinary or extraordinary. Board representative may attend the general assembly but does not have right to vote.

As per Article 13, board of directors of the Agency may consist of at least 7 members and at most 11 members. The general manager is a permanent member of the board of directors. One of the members of board of directors shall be appointed by the Capital Markets Board as a board representative, and in order to assure the Agency's activity of electronic registration institution, one of the board of directors members shall be appointed by the Ministry of Customs and Trade among the General Directorate of Domestic Trade employees. The chairman of the board of directors represents the Capital Markets Board.


As per Article 20, exporters, investment foundations, central custody foundations and other foundations recommended by the CRA and accepted by the Board shall be CRA members. The CRA may impose conditions, such as membership of a stock exchange or any other organized markets. The Central Bank of the Republic of Turkey may be the privileged member upon request. Therefore, membership obligations, non-judicial punishments, cancellation or temporary suspension of membership and other provisions related to supervision are inapplicable for the Central Bank of the Republic of Turkey.

Article 21 stipulates the requirements to be granted membership. Technical equipment and security systems that meet the requirements as determined by the CRA, liability insurance in case the CRA board of directors finds it necessary, a sufficient number of qualified employees and payment of a membership fee are required for the application. Apart from these, investment foundations must be competent to provide custody service pursuant to investment transactions and exporters must export capital market instruments or make an application to the Board for the purpose of exporting. The CRA accepts the membership of these foundations when the required provisions are met. As per Article 23, a foundation must inform the CRA by written notification to renounce its membership. Membership expires by way of board of directors' resolution. Data and information kept by the related members shall be transferred to the other members, according to the methods determined by CRA board of directors. As per Article 24, in the event of contradiction with the Regulation provisions, suspension or cancellation of membership is possible.

Members' Liability and Measures to Be Taken

The Regulation determines liabilities and measures for the CRA's members. Pursuant to Article 25, members shall be liable for all transactions at the CRA. Members' liability cannot be abrogated or restricted through agreement provisions concluded between Members and clients. All members shall act in accordance with the rules of good faith and correctness. In order to guarantee the pecuniary and legal liability, they shall take out the general and special insurances set forth by the CRA and take other measures. Furthermore, they must notify the CRA immediately on the day of realization as to any changes concerning partnership, management structure, and financial state. As per Article 29 of the Regulation, in case there are erroneous entries, the CRA and its members shall also be liable. In this case, the CRA and its members shall be liable for the damages of rights holders, in proportion to their faults. Liability cannot be mitigated or abrogated with the agreements concluded between CRA and its members. The board of directors may also decide that members shall take out liability insurance for the indemnification of damages as stated in Article 29.


The Regulation sets forth the foundation, operation, membership and audit principals, incomes and dividend distribution principles of the Agency. The CRA's current activities and requirements related to its duties and authorizations, which are determined by the Capital Markets Law, are considered within the related Regulation.

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.

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
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must 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