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The Capital Markets Board (“CMB”), by its decision dated 28.08.2026 and numbered 52/1589 (“Decision”), has introduced new principles regarding off-exchange share transfers to be carried out by certain shareholders of companies whose shares are traded on the stock exchange, with reference to the Communiqué on Shares No. VII-128.1 (“Communiqué on Shares”).
Article 27 of the Communiqué on Shares requires certain qualifying shareholders to prepare a share sale information form approved by the CMB before carrying out sales on the stock exchange exceeding 10% of the company’s share capital within any 12-month period.
These shareholders are:
- shareholders who, individually or together with persons acting in concert, directly hold more than 20% of the company’s share capital; and
- shareholders holding privileged shares that confer the right to elect or nominate at least 1 member of the board of directors at the general assembly.
By the Decision, the CMB has established new thresholds for off-exchange share sales to be carried out within any 12-month period by shareholders falling within the scope of Article 27 of the Communiqué on Shares. Accordingly:
- for companies with a free float ratio exceeding 50%, more than 2% of the shares representing the company’s share capital or voting rights; and
- for companies with a free float ratio of 50% or less, more than 4% of the shares representing the company’s share capital or voting rights,
may not be transferred off-exchange, including through special orders, the Borsa Istanbul Wholesale Transactions Market (“WTM”), or book-entry transfer/transfer methods, unless a CMB-approved share sale information form is prepared prior to the transfer. The free float ratio applicable on the date of the sale will be taken into account in determining the relevant threshold.
Where these thresholds are exceeded, a share sale information form must be prepared and submitted to the CMB for approval without applying the conditions stipulated under paragraph 5 of Article 27 and Article 15 of the Communiqué on Shares. In the absence of a share sale information form approved by the CMB, shares exceeding these thresholds may not be subject to special orders or WTM transactions on the stock exchange and may not be transferred, including by way of book-entry transfer. Responsibility for compliance with this requirement will rest with the transferring shareholder and the investment institution intermediating the transfer.
Off-exchange sales carried out before 29.08.2026 will not be taken into account when calculating the applicable sales ratios for any 12-month period.
With the Principle Decision, not only high-volume on-exchange share sales by shareholders falling within the scope of Article 27 of the Communiqué on Shares, but also their off-exchange share transfers exceeding the applicable thresholds have become subject to the CMB’s prior approval. Accordingly, such shareholders will be required to take into account the 2% and 4% thresholds applicable based on the company’s free float ratio when carrying out off-exchange share transfers and, where the relevant threshold is exceeded, obtain the CMB’s approval of a share sale information form prior to the transfer.
With its new decision dated 31.08.2026 and numbered 53/1590, the CMB introduced an additional provision to the Decision, stipulating that companies included in the BIST 30 Index and companies directly or indirectly controlled by the Ministry of Treasury and Finance of the Republic of Türkiye, Türkiye Wealth Fund Management Inc. or public institutions shall not be subject to the provisions referred to in the Decision, and that the relevant restrictions and conditions shall not apply to such companies.
Minimum Capital Amounts For Portfolio Management Companies For 2027 Have Been Determined
By the Decision, pursuant to paragraph 1 of Article 41 of the Communiqué on Principles Regarding Portfolio Management Companies and Their Activities No. III-55.1 (“PMC Communiqué”), the CMB has redetermined for 2027 the initial capital amount set forth in subparagraph (ç) of paragraph 1 of Article 5 of the PMC Communiqué and the minimum paid-in capital amount set forth in paragraph 4 of Article 28 thereof.
Accordingly, for 2027, each of the initial capital amount and the minimum paid-in capital amount has been set at TRY 500,000,000 for portfolio management companies with broad authorization and TRY 250,000,000 for portfolio management companies with limited activities.
In this respect, portfolio management companies will need to take into account the new amounts determined according to the scope of their activity authorizations when planning their capital requirements for 2027.
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.
