CMB Introduces Approval Requirement For Off-Exchange Share Sales

The Capital Markets Board (“CMB“) has introduced new rules governing off-exchange share sales by certain major and privileged shareholders of publicly traded companies. Accordingly, shareholders intending to transfer or sell shares or voting rights in excess of the prescribed thresholds will be required to prepare a share sale information form and submit it to the CMB for approval prior to the transfer.

The rules apply to the shareholders specified in Article 27 of the Communiqué on Shares No. VII-128.1. These comprise (i) shareholders who, individually or together with persons acting in concert, directly hold more than 20% of the share capital of a company whose shares are traded on the exchange, and (ii) shareholders holding privileged shares that confer the right to appoint or nominate at least one member of the board of directors at the general assembly, irrespective of their shareholding ratio.

The CMB first announced the new rules through Principle Decision No. i-SPK 128.31 dated 28 August 2026. Under this decision, the following ratios shall serve as thresholds triggering the obligation to prepare a share sale information form for off-exchange sales conducted by the relevant shareholders within any 12-month period:

• 2% of the share capital or voting rights in companies where the free float ratio exceeds 50%;
• 4% of the share capital or voting rights in companies where the free float ratio is 50% or below.

A share sale information form must be prepared and submitted for CMB approval before any sale or transfer exceeding these thresholds is carried out.

The relevant shareholders are already subject to a share sale information form requirement for on-exchange sales. The threshold set at 10% under the Communiqué on Shares has been applied as 3% pursuant to the CMB’s Principle Decision dated 14 February 2023.

The new rules cover off-exchange sales, special orders and Borsa İstanbul Wholesale Market transactions, as well as sales effected by way of book-entry transfer or assignment. The applicable free float ratio as of the date of sale shall be taken as the basis for determining which threshold applies.

On 31 August 2026, the CMB published a second Principle Decision, No. i-SPK 128.31.a, introducing two significant additions to the initial framework:

• Shares held by the relevant shareholders that are not traded on the exchange may not be converted into exchange-traded status unless the share sale information form has been approved by the CMB.
• Companies included in the BIST 30 Index and companies whose management control is held, directly or indirectly, by the Ministry of Treasury and Finance of the Republic of Türkiye, Türkiye Wealth Fund Management Inc. or other public institutions are excluded from the scope of the new rules.

Sales conducted off-exchange prior to 29 August 2026 are exempt from the 12-month period calculation. The shareholder transferring the shares and the investment firm intermediating the transfer shall be responsible for compliance with the rules.

The full text of Principle Decision No. i-SPK 128.31 dated 28 August 2026 is available at this link.

The full text of Principle Decision No. i-SPK 128.31.a dated 31 August 2026 is available at this link.