In its latest press release dated 8 August 2024, the Capital Markets Board (SPK) announced that it has determined the conditions for the establishment of crypto asset service providers. The institutions included in the List of Operators were requested to apply until the close of business on 8 November 2024 by meeting the stipulated conditions.

The conditions are listed as follows:

A) Conditions for the establishment of platforms

1) In order for the establishment of platforms to be authorised by the Board.

a) Establishment as a joint stock company,

b) All of its shares are registered shares,

c) Issuance of shares against cash,

ç) Its minimum capital of 50.000.000 TL shall be fully paid in cash and its shareholders’ equity shall not be less than this amount,

d) Their articles of association are in compliance with the provisions of the Law and the relevant regulations,

e) The founders must fulfil the conditions specified in the Law and the relevant regulations,

f) Including the phrase “crypto asset trading platform” in their trade names to indicate the services they will offer,

g) Its articles of association stipulates that its field of activity is exclusively crypto-asset trading, initial sale or distribution, clearing, settlement, transfer and realisation of one or more of the custody transactions required by these transactions,

ğ) The board of directors to consist of at least three members,

h) The shareholding structure must be transparent and open.

2) The amounts specified in subparagraph (ç) of Article (1) of this section may be increased within the scope of the regulations to be issued for the operating principles.

B) Conditions regarding founders, shareholders and managers

1) Platform founders and partners.

a) Not to be a bankrupt according to the provisions of the Law No. 2004 or other legislation, not to have declared concordat, not to have approved the restructuring application through reconciliation or not to have been given a decision of postponement of bankruptcy,

b) Not to own or control, directly or indirectly, ten percent or more of the shares or more than ten percent of the shares in factoring, financial leasing, financing, savings and loan financing, asset management, insurance, reinsurance, pension companies and payment system operators, payment service providers and institutions operating in money and capital markets, whose operating licences have been cancelled except for the bankers subject to liquidation and voluntary liquidation,

c) Simple or qualified embezzlement, embezzlement, embezzlement, extortion, bribery, theft, fraud, forgery, misappropriation of trust in accordance with the abrogated Turkish Penal Code dated 1/3/1926 and numbered 765, the Turkish Penal Code dated 26/9/2004 and numbered 5237 or other laws, even if they have been pardoned, except for the offences with prejudice, From disgraceful offences such as fraudulent bankruptcy and smuggling offences other than smuggling of use and consumption, official procurement and purchase and sale fraud, bid rigging, bid rigging, blocking, disrupting, destroying or altering the information system, misuse of bank or credit cards, laundering of assets derived from crime, financing of terrorism and crimes listed in Article 5 of the Law on Prevention of Financing the Proliferation of Weapons of Mass Destruction No. 7262 dated 27/12/2020 or crimes against the person of the State, crimes against the signs of sovereignty and the dignity of its organs, crimes against the security of the State, crimes against the constitutional order and the functioning of this order and national defence, Not being convicted of the crime of revealing state secrets, crimes against state secrets and espionage, crimes against relations with foreign states, crimes within the scope of the Anti-Terrorism Law dated 12/4/1991 and numbered 3713, crimes of tax evasion or participation in these crimes, not being sentenced to imprisonment for a period of five years or more for a crime committed deliberately, or not having a final conviction for the crimes written in this Law,

ç) Not being prohibited from transactions pursuant to subparagraph (a) of the first paragraph of Article 101 of the Law,

d) Having the necessary financial strength and the honesty and reputation required by the job,

e) In the institutions, one of the operating licenses of which has been cancelled by the Board, the person responsible for the event requiring this sanction must not be one of the persons.
2) Real persons who have the right to receive more than half of the distributable profit of the platforms on their own or who have the right to be represented in the board of directors by electing or nominating more than half of the number of members in accordance with the articles of association of the company must meet the conditions specified in the first article.

3) Shareholders holding shares directly or indirectly representing ten per cent or more of the capital or voting rights of the legal entity founding shareholders of the platforms, and shareholders holding privileged shares giving the right to be represented in the board of directors, even if below this ratio, are also required to meet the conditions set forth in the first article. In the changes in the shareholding structure after the establishment, the legal entity shareholders holding shares directly or indirectly representing ten percent or more of the capital or voting rights of the platforms and the privileged shares giving the right to be represented in the board of directors even if below this ratio, and the shareholders holding shares directly or indirectly representing ten percent or more of the capital or voting rights of the platforms and the privileged shares giving the right to be represented in the board of directors even if below this ratio, must also meet the conditions specified in the first article.

4) Except for subparagraph (d) of the first article, in case the real and legal person shareholders who directly or indirectly own shares representing ten percent or more of the capital or voting rights of the platforms and privileged shares giving the right to be represented in the board of directors even if below this ratio, and the shareholders mentioned in the third article lose the qualifications specified in the first article, they must transfer the shares they own to the persons who meet the conditions specified in the first article within six months. The Board shall determine by whom and how the voting rights corresponding to the shares to be transferred within the said period shall be exercised.

5) Managers are the members of the board of directors, general manager, deputy general manager and the personnel, regardless of their titles, who are equivalent to the general manager and deputy general manager in terms of their powers and duties or who are authorised to represent the platform. Except for the financial strength requirement in the first article, the managers must meet the conditions stipulated for shareholders.

The majority of the members of the board of directors must be graduates of 4-year undergraduate schools.

C) Establishment procedures of platforms

1) The founders shall prepare the articles of association in accordance with the conditions of incorporation, the articles of association of themselves and the directors

It applies to the Board with the documents showing that they fulfil the conditions stipulated in section (B) and the documents and forms in Annex/1 and Annex/2. If deemed necessary by the Board, additional information and documents may be requested.

2) The purpose of granting an establishment permit to the platforms pursuant to this article is to ensure compliance with the regulations of the Law on establishment. The companies that obtain the establishment permit will be required to apply to the Board separately to obtain an operating licence within the scope of the operating principles and principles to be determined by the Board.

Ç) Transition and Harmonisation Provisions

1) Within the scope of Provisional Article 11 of the Law, the platforms “operating as crypto asset service providers on the effective date of the Law” are the companies that have customers and/or custody balances of customers as of the date of application to the Board. In this context, within the scope of the announcement dated 02.07.2024, the applications of the companies that declared to the Board that they started their operations but did not have any customers and/or custody balances of customers as of the application date were not processed, considering that their declarations did not meet the conditions stipulated in the Law.

2) The applications of those who do not submit the Annex/2 Form as per the Board’s announcement dated 02.07.2024 and those who submit incomplete or insufficient explanations and documents requested in items (3) and (4) of the document list of Annex/1 will be removed from the process. In case the documents other than these documents are incomplete, these companies may be added to the “List of Operating Companies” prepared in accordance with the Board’s announcement dated 02.07.2024, if the said deficiencies are completed and submitted to the Board within 15 business days at the latest as of the request date. In case the documents are not submitted in the requested quality and time, the applications will be cancelled.

3) Those whose applications are not processed or cancelled within the scope of Articles (1) and (2) may not engage in activities within the scope of the platform definition in the Law following the date of notification to be made by the Board. However, they may reapply by fulfilling the conditions specified in this Decision.

4) The companies that are or will be included in the “List of Operating Companies” prepared in accordance with the Board’s announcement dated 02.07.2024 are required to apply to the Board until the close of business on 08.11.2024 by meeting the conditions stipulated in this Resolution. Pursuant to Provisional Article 11 of the Law, the companies that are or will be included in the said list will be able to continue their activities until the Board’s regulations regarding the operating conditions enter into force.

5) In case of breach of the above-mentioned regulations, the provisions of unauthorised crypto asset service provider activity under Articles 99/A and 109/A of the Law may be applied.