I. INTRODUCTION
The legal framework governing leasing companies, factoring companies, and financing companies (the "Companies") established in Türkiye is decisive in terms of ensuring market discipline, enhancing transparency, and strengthening corporate governance. In this context, legislative updates are aimed not only at shaping the technical architecture of licensing and supervision processes but also at defining risks, institutionalizing internal control and compliance infrastructures, and equipping points of interaction with the public authority with normative safeguards. The Regulation Amending the Regulation on the Establishment and Operating Principles of Leasing, Factoring and Financing Companies, published in the Official Gazette dated 27/08/2025 and numbered 32999 (the "Amendment Regulation"), adopts this holistic approach and introduces a systematic framework that enhances legal predictability in the sector.
The financial leasing agreement regulated under Law No. 6361 on Leasing, Factoring, Financing and Savings Financing Companies (the "Law") is an agreement with the purpose of providing financing, where the lessor is a participation bank, a development and investment bank, or a financial leasing joint stock company. Under this agreement, the lessor undertakes to transfer possession (without transferring ownership) of an asset to the lessee in exchange for rent, where the asset has been acquired either from a third party or directly from the lessee at the lessee's request and selection, or has already been previously acquired by the lessor, with the aim of enabling the lessee to derive all benefits from such asset. The agreement must meet the conditions set forth in Article 3(ç) of the Law (Demirsatan B.: Finansal Kiralamada Kiralananın Ayıbı Nedeniyle Kiracının Başvurabileceği Haklar, Istanbul, 2025, p. 13). Similarly, a factoring relationship is based on the assignment of receivables arising from the sale of goods or services; the factoring company simultaneously provides financing, collection, and, where necessary, guarantee functions. As for financing companies, their core activity is the extension of loans for the acquisition of goods or services; the contractual structure, collateral, allocation, and repayment mechanisms, as is the case for factoring companies, are subject to the rules under the Law. This article examines the conceptual foundation and the implementation architecture of the aforementioned framework from a banking and finance law perspective.
II. FUNDAMENTAL PRINCIPLES
1. According to the Amendment Regulation, on What Basis May the Companies Operate?
Although the Companies are granted the opportunity to conduct activities based on the participation principle, such opportunity is restricted solely to resources obtained in compliance with the participation principle. In this context, it is mandatory that accounting records relating to all transactions carried out within this scope be maintained in an auditable, traceable, and segregable manner.
Companies that will exclusively pursue their activities in accordance with the participation principle must include the term "participation" in their trade names and explicitly stipulate this feature in their articles of association. The procedures and principles governing participation-based activities are determined by the Banking Regulation and Supervision Board (the "Board"); therefore, the Companies are obliged to align their internal regulations, product processes, information systems, and reporting with the framework established by the Board.
2. Are the Branch Openings of the Companies Subject to the Fees Law No. 492 ("Fees Law")?
Pursuant to the Amendment Regulation, the recent amendments to the Regulation on the Establishment and Operating Principles of Leasing, Factoring and Financing Companies published in the Official Gazette dated 24/04/2013 and numbered 28627 (the "Regulation"), regarding the opening of branches by the Companies both domestically and abroad and their partnership relations, impose the following requirement: Companies that are granted permission to open a branch must register the relevant branch with the trade registry within three months following the date of permission, and submit to the Banking Regulation and Supervision Agency (the "Agency") both the copy of the registration published in the Turkish Trade Registry Gazette and the document evidencing the payment of the fee for the financial activity license relating to the branch opening under the Fees Law. Within this framework, it is concluded that the opening of a branch constitutes a transaction subject to the provisions of the said Fees Law.
3. What Time Requirements Have Been Introduced by the Amendment Regulation Regarding the Address Change and Closure Procedures of the Companies' Branches?
The Amendment Regulation has eliminated uncertainties in practice by establishing a registration-based framework for the notification regime concerning branch address changes and closure procedures: henceforth, with respect to notifications to be made to the Agency, the "one-month" period shall commence on the day following the date on which the closure or address change is registered with the trade registry. In addition, the execution of domestic branch opening permits has been made conditional upon the registration and announcement of the branch within three months following the date of the permit, as well as the submission to the Agency of the copy of the Turkish Trade Registry Gazette and the document evidencing that the fee obligation has been fulfilled.
4. What Principles Govern the Use of Banks' Physical Premises by the Companies?
The use of the physical premises of banks and Companies is permissible within the framework of agreements to be executed with the relevant bank or Company, provided that the Companies utilize their own personnel and information systems. The use of such physical premises in this manner is subject to the principles governing domestic branch openings. An exception to this arrangement is constituted by product promotion and the exchange of information and documents with customers, for which compliance with the branch opening requirements is not deemed sufficient under the Amendment Regulation.
Accordingly, Companies that wish to use the physical premises of banks or other Companies must maintain a ratio of shareholders' equity to total assets of at least three percent and must operate in compliance with this standard ratio. In addition, such Companies are required to have a minimum paid in capital of TRY 1,000,000 (one million Turkish liras).
5. Is It Possible for the Companies to Establish a Partnership in the Nature of a Credit Institution or a Financial Institution?
The participation regime of the Companies has been restricted within the framework of the principle of prudence and corporate governance standards. Accordingly, the Companies may establish partnerships only with undertakings that qualify as credit institutions or financial institutions, either domestically or abroad, or may participate in partnerships already established with such qualifications. Such transactions are subject to obtaining the approval of the Banking Regulation and Supervision Board, in addition to compliance with the corporate governance and protective provisions set forth in the Regulation; applications for approval must be supported by a reasoned report setting forth in detail the legal, financial, and operational grounds of the planned participation structure.
On the other hand, equity investments made for trading purposes, acquisitions of shares for the purpose of collecting receivables, and participations in capital increases of partnerships are exempt from the Board's approval. Conversely, it is not permissible for the Companies to acquire, directly or indirectly, shares in partnerships or institutions that are themselves direct or indirect shareholders of the Companies, nor to accept the shares of such entities as collateral and extend advances in return.
6. Does the Regulation Cover Companies Whose Shares Are Listed on the Stock Exchange?
Through the provision added to the regulation on share acquisitions and transfers, the Amendment Regulation has established a special regime for Companies whose shares are traded on the stock exchange. Accordingly, in the case of share transfers of Companies that fall within the scope of the Regulation and whose shares are publicly traded, the provisions of the Regulation on Transactions of Banks Subject to Permission and Indirect Shareholding, published in the Official Gazette dated 01/11/2006 and numbered 26333, shall apply by analogy. In this respect, the Regulation also covers Companies whose shares are listed on the stock exchange.
With regard to the acquisition and transfer of shares of such Companies, the acquisition of shares representing ten percent or more of the capital, as well as acquisitions resulting in a shareholder's direct or indirect holdings exceeding ten percent, twenty percent, thirty-three percent, or fifty percent of the capital, and transfers resulting in holdings falling below these thresholds, are subject to the approval of the Banking Regulation and Supervision Board. Furthermore, the acquisition on the stock exchange of shares granting privileges to appoint members to the board of directors or the audit committee, or the acquisition on the stock exchange of shares of a legal entity holding ten percent or more of the capital in such amounts as would result in a change of the controlling shareholder of the Company, are subject to the Board's approval; the same provisions apply in the event of the transfer of such shares.
7. What Transitional Provisions Have Been Introduced Concerning Partnerships?
The adaptation regime concerning partnerships, pursuant to the transitional provision put into effect, is a compliance mechanism obliging the Companies to eliminate, within a specified timeframe, shareholdings in their participation structures that are incompatible with the new framework introduced by the Amendment Regulation. Accordingly, as a rule, a one-year period commences upon the entry into force of the transitional provision, during which the elimination of non-compliances is required. The Banking Regulation and Supervision Board is authorized to extend this period up to twice its length, taking into account the specific circumstances.
III. CONCLUSION
In conclusion, the Amendment Regulation requires the Companies to update their written policies and procedures so as to clearly define operational practices without leaving room for ambiguity; to ensure the standardization of document and notification flows in transactions subject to the license–registration announcement sequence; to evidence compliance with contractual, personnel, and information system requirements in the use of third-party physical premises; to integrate into their internal control plans the prior authorization and approval requirements relating to participation and share transfer processes; to establish an accounting and reporting framework with segregable records; and, specifically for the transitional period, to introduce a compliance calendar with designated responsible units and dated milestones.
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.
