TURKEY Law and Practice Contributed by: Caghan Tansel, TANSEL
Banking Regulation and Supervision Agency’s favour- able preliminary view and activity-expansion approval. 3.3 Change of Control In Türkiye, acquisitions of licensed CASPs are subject to CMB change-of-control approval under Communi- qué III-35/B.1. Prior CMB permission is required for direct or indirect acquisitions that result in a person becoming a shareholder with 10% or more of the capital or voting rights, and for transactions causing an existing shareholder’s direct or indirect holding to exceed or fall below the 10%, 20%, 33% or 50% thresholds. The same approval logic applies where share transfers at the level of a legal-entity sharehold- er result in an indirect change at those thresholds or a change in control over the CASP. Transfers of privileged shares giving management or voting influence should also be treated as approval- sensitive even if the numerical thresholds are not crossed. The acquirer and any new qualifying share- holders must satisfy the fit-and-proper requirements applicable to CASP founders and shareholders, including integrity, financial soundness, transparency of ownership and absence of disqualifying regula- tory or criminal history. The CMB’s review is therefore not limited to the share purchase itself; it also covers the suitability of the post-acquisition ownership and control structure. Transactions completed without the required CMB approval may be ineffective for regula- tory purposes and may expose the parties and the target CASP to supervisory measures. 3.4 Passporting A Turkish CASP licence cannot be passported into other jurisdictions and does not create automatic market-access rights abroad. The CMB licence is a domestic authorisation under Türkiye’s Capital Mar- kets Law and the CMB’s 2025 CASP communiqués, and its effect is limited to carrying out authorised activities within the Turkish regulatory perimeter. In particular, it does not give access to the EU’s MiCA passporting regime, which is available only within the EU framework for CASPs authorised by an EU nation- al competent authority. A Turkish licence may nevertheless be helpful in prac- tice as evidence of regulatory substance, governance,
custody arrangements, AML controls and operation- al readiness when applying elsewhere, but the firm would still need to comply with the target jurisdic- tion’s own licensing, registration, local substance, marketing, AML, consumer-protection and prudential requirements. Conversely, a foreign licence does not by itself allow a firm to serve Turkish residents if the activity falls within Türkiye’s CASP perimeter; Türkiye- facing services may require local CMB authorisation and compliance with Turkish rules. 4. Cross-Border Services 4.1 Marketing Cross-Border Sale of Blockchain and Crypto-Asset Services Into Türkiye Cross-border marketing of crypto-asset services into Türkiye is restricted where the activity falls within the Turkish CASP perimeter. A foreign platform may be treated as carrying out unauthorised CASP activity if it provides services to persons resident in Türkiye or offers a prohibited crypto-asset activity to Turkish residents. The legislation and CMB guidance treat fac- tors such as opening a workplace in Türkiye, operat- ing a Turkish-language website, or conducting direct or Turkey-intermediated promotion and marketing for crypto-asset services as indicators that the activity is directed at Türkiye. Such firms may therefore need CMB authorisation rather than simply relying on an offshore licence. There is no general pre-approval requirement for each advertisement, nor a MiCA-style universal White Paper approval regime, but CMB- authorised platforms must comply with listing, cus- tomer disclosure, record-keeping and conduct rules, and unauthorised Turkey-facing services may be sub- ject to access blocking and other sanctions. Exemptions and Reverse Solicitation Türkiye does not have a broad statutory passporting or marketing exemption for foreign crypto firms. How- ever, the framework recognises a distinction between active targeting of Turkish residents and services accessed by users on their own initiative. In practical terms, a narrow reverse-solicitation analysis may be available where the foreign provider does not maintain a Turkish presence, Turkish-language targeting, Turk- ish marketing campaign, local introducer network or
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