TURKEY Law and Practice Contributed by: Caghan Tansel, TANSEL
CMB extended certain deadlines relating to custody agreements and authorisation certificates, indicating that the next phase will focus on operationalising the existing regime rather than replacing it. 2.3 Regulated Firms and Legal Wrappers Use of a Legal Wrapper Using a legal wrapper, such as a fund, does not gen- erally take the underlying crypto activity outside the Turkish regulatory perimeter. If the fund, its manager or another group entity provides crypto-asset services in Türkiye – for example, trading-platform, custody, transfer, initial sale/distribution or related intermedia- tion services – the CMB CASP regime must still be considered. A fund wrapper may change the investor- facing product from direct crypto exposure to fund units, but it does not neutralise licensing, custody, AML, disclosure or payment-law restrictions appli- cable to the underlying activity. This is particularly important because the CMB’s 2025 crypto commu- niqués regulate CASP establishment, activities, cus- tody, operating principles and capital adequacy, while Turkish investment funds are themselves subject to CMB fund rules, prospectus/disclosure requirements and portfolio-custody arrangements. Regulatory Consequences for Regulated Firms and Investment Funds Regulated firms and investment funds with crypto- asset exposure must analyse the exposure through both the crypto-asset framework and the ordinary rules applicable to their regulated status. Portfolio management companies and funds remain subject to CMB approval, disclosure, valuation, custody, risk- management and conduct-of-business expectations; fund assets must be held through authorised portfolio custody arrangements, and fund documents should clearly disclose the investment strategy, risks, portfo- lio limits, valuation methodology and service provid- ers. Existing Turkish “blockchain” themed funds gen- erally appear to provide indirect exposure through blockchain-related equities, indices or ETFs rather than direct holding of crypto-assets, which is a safer regulatory model under the current fund framework. Where direct crypto exposure is contemplated, addi- tional issues arise around whether the asset is eligi-
ble for the relevant fund type, how it will be valued, where and by whom it will be custodied, whether the counterparty is a CMB-authorised CASP or custodian, and whether the product is suitable for retail investors or only for qualified investors, such as in the case of hedge-type/”serbest” funds. 2.4 Token Issuance Is There a Viable Crypto-Asset Issuance/ICO/ TGE Industry in Türkiye, and What Are the Requirements to Launch a Crypto-Asset From Türkiye? Türkiye does not yet have a large standalone ICO/ TGE market comparable to earlier offshore token- sale jurisdictions, but token issuance and initial sale/ distribution are now expressly contemplated within the CMB-regulated crypto framework. Under Com- muniqué III-35/B.2, intermediation of the initial sale or distribution of crypto-assets is a regulated activity that may be carried out only by CMB-authorised crypto- asset platforms. The platform must: • assess the token’s legal nature; • review the smart contract; • ensure that minimum listing criteria are met; • confirm that custody infrastructure can be estab- lished; and • verify compliance with any sector-specific rules if the token represents an asset or right falling within another regulator’s remit. If the token qualifies as, or gives rights equivalent to, a capital markets instrument, ordinary CMB securities rules may also apply, including any future CMB deter- minations on issuance and electronic record-keeping of capital markets instruments as crypto-assets. Are There White Paper or Other Disclosure Requirements for Selling a Crypto-Asset Into Türkiye? Türkiye does not currently have a MiCA-style manda- tory crypto White Paper regime for all token sales. Instead, disclosure is mainly channelled through the CMB-regulated platform framework. Platforms must: • establish written listing and delisting procedures; • assess factors such as the rights attached to the token, supply, transaction history, security, trace-
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