Who this page is for
Turkish capital markets are tightly regulated, and the rules assume you already know how the SPK works. We act for foreign clients who do not, including:
- Foreign issuers and groups raising capital in Turkey through a securities offering, a bond issue, or a Borsa İstanbul listing.
- Foreign investors and family offices who want regulated exposure to Turkish real estate, private companies, or startups through a fund or a listed vehicle.
- Fund managers and sponsors setting up a Turkish real estate investment fund (REIF), a venture capital investment fund (REVCF), or a real estate investment company (REIC).
- Portfolio management companies and their backers dealing with SPK licensing, governance, and ongoing compliance.
If you are still at the entity stage, our company-formation team can set up the Turkish company or fund management vehicle you will need before any SPK file can move. For background, our guide on forming a company in Turkey as a foreign investor walks through the basics.
The Turkish capital markets framework: Law No. 6362 and the SPK
One primary statute governs this whole field. The Capital Markets Law No. 6362 (Sermaye Piyasası Kanunu) covers capital-market instruments, public companies, collective investment schemes, market institutions, and the powers of the regulator. Beneath it sits a large body of SPK communiqués (tebliğ) that fill in the detail for each product and process.
The SPK is the gatekeeper. It approves prospectuses, authorises funds, licenses portfolio management companies, supervises disclosure, and brings enforcement action. Because so much sits in secondary legislation that the Board updates regularly, the correct communiqué number and its current version matter as much as the statute itself. Where a public offering sits alongside an acquisition or a public-company deal, we coordinate with our corporate and M&A team so the securities-law and deal sides move together.
Securities offerings and public companies: the prospectus (izahname)
If capital-market instruments are offered to the public or admitted to trading, a prospectus (izahname) almost always has to be prepared and approved by the SPK first. The prospectus is the central disclosure document, and the Board reviews it before anything reaches investors.
A securities offering for a foreign-linked group usually involves more than the prospectus alone: corporate authorisations, conversion to a public company where relevant, listing and trading admission steps, and coordinated disclosure. We map the full path before you commit to a launch date.
Real estate investment funds (REIF / gayrimenkul yatırım fonu)
A Real Estate Investment Fund (REIF, gayrimenkul yatırım fonu) is a popular way for foreign capital to hold Turkish real estate inside a regulated, professionally managed wrapper. A REIF is an asset pool without separate legal personality, managed by a licensed portfolio management company, and its participation shares are sold to qualified investors rather than to the general public.
The REIF regime was significantly reshaped by a 2024 reform that affected project REIFs, umbrella funds, residential rules, and several deadlines. The detail matters, so rather than restate every figure here, see our dedicated guide to Turkey's 2024 real estate investment fund (REIF) reform.
Venture capital investment funds (REVCF / girişim sermayesi yatırım fonu)
A Venture Capital Investment Fund (REVCF, girişim sermayesi yatırım fonu) is the regulated route for investing in Turkish private companies and startups. Like a REIF, it is an asset pool without legal personality, run by a licensed portfolio management company, with participation shares offered only to qualified investors.
Venture fund work overlaps heavily with the instruments used to deploy the money. If your fund will invest through convertible structures, our guide to convertible notes and convertible loans in Turkey explains how those are handled under Turkish law. We then paper the investment with proper subscription and shareholders' agreements so the fund's rights survive later rounds.
Real estate investment companies and trusts (REIC / GYO)
People often confuse a REIF with a Real Estate Investment Company (REIC, gayrimenkul yatırım ortaklığı / GYO). They are not the same. A REIC is a publicly traded joint-stock company, not an asset pool, and it carries public-offering, free-float and portfolio obligations that a fund does not.
| Feature | REIF (GYF) under III-52.3 | REIC (GYO) under III-48.1 |
|---|---|---|
| Legal nature | Asset pool, no legal personality | Joint-stock company with legal personality |
| Run by | Licensed portfolio management company | Its own board and management |
| Who can invest | Qualified investors only | The public, once shares are listed |
| Listing | Not publicly listed | Publicly traded, with free-float duties |
Choosing between a fund and a company is a structural decision with tax, governance and exit consequences. We compare both against your investor base and holding horizon before you file anything.
Fund formation: manager, custodian and SPK authorisation
Setting up a Turkish fund is a regulated build, not a quick incorporation. Two functions are kept structurally separate by design: the licensed portfolio management company that runs the fund, and the custodian that safekeeps its assets.
A typical formation runs through fund rules and an issuance document, the choice and engagement of a portfolio manager and custodian, governance and internal-control set-up, and the SPK authorisation file. Where you need a fresh Turkish vehicle to act as manager or sponsor, our company-formation team can set up the Turkish company or fund management vehicle in parallel so the SPK file is not held up waiting for an entity.
Qualified investors and who may buy fund shares
REIF and REVCF participation shares are not retail products. They are sold only to qualified investors (nitelikli yatırımcı), a status tied to the professional-client tests in the SPK's investment-institutions rules.
Getting this wrong is costly: marketing to investors who do not actually qualify is a classic trigger for SPK enforcement. We confirm each investor's status against the current rule before subscription.
Disclosure, governance and ongoing SPK obligations
Approval is the beginning, not the end. Public companies, funds and their managers carry continuing duties under the Capital Markets Law No. 6362 and the relevant communiqués: periodic and material-event disclosure, corporate governance standards, valuation and reporting rules for funds, and limits on how instruments are marketed.
For managers, the governance and internal-control expectations are ongoing, and SPK can inspect at any time. We help build a compliance calendar so disclosures and filings are not missed, and so a routine review does not become an enforcement file.
Cross-border mechanics for foreigners: PoA, apostille and remote handling
Most of our capital markets clients are not in Turkey, and they do not need to be. Almost the entire process can be run remotely once the paperwork is in order.
Foreign corporate documents, board resolutions and certificates of good standing typically need an apostille under the Hague Convention (or consular legalisation where the apostille does not apply), plus sworn Turkish translation, before the SPK or a custodian will accept them. We tell you exactly which documents to apostille up front, so a file is not bounced weeks later for a missing stamp.
Common risks and mistakes that trigger SPK delay or enforcement
Most problems we are asked to fix were avoidable. The recurring ones include:
- Marketing before approval. Promoting an offering or fund to investors before the SPK has cleared it can invite enforcement.
- Selling to the wrong investors. Treating fund shares as retail, or relying on the wrong qualified-investor figure after the December 2025 change, exposes the whole offering.
- Confusing a REIF with a REIC. The two regimes carry very different obligations; the wrong choice is hard to unwind once filed.
- Stale thresholds. Using last year's annual SPK bulletin figure instead of the current one.
- Incomplete disclosure. Gaps or inconsistencies in the prospectus that slow approval or, worse, surface as liability later.
- Weak document chain. Missing apostilles, untranslated resolutions, or an under-scoped power of attorney that stalls filing.
Why a Turkish capital markets lawyer, and how to start
This is a field where the right answer depends on the current version of a specific SPK communiqué, this year's bulletin, and a recent principle decision, all in Turkish. A general adviser working from last year's summary can put an entire offering at risk. We sit inside the Turkish regime, deal with the SPK directly, and translate it into plain English decisions you can actually make.
We act for the issuer, investor or manager, not the regulator, and we tell you when a structure does not work as readily as when it does. To begin, send us a short description of what you want to raise, launch or invest in, and we will tell you which regime applies and what the realistic path and timeline look like.
How we handle a capital markets or fund matter
Scope and feasibility review
We start with what you want to achieve: raise capital, launch a fund, or invest. We tell you which regime under Law No. 6362 applies and whether your plan is workable as described, before you spend on it.
Choose the structure
We compare the realistic options for your goal, such as a securities offering, a REIF, a venture capital fund, or a REIC, weighing investor base, tax, governance and exit, and recommend one.
Prepare instructions remotely
We set up a properly scoped power of attorney, tell you exactly which documents to apostille and translate, and complete KYC, so you can act from abroad without travelling.
Draft the documents
We prepare what the chosen route needs: fund rules, the prospectus or issuance document, subscription and shareholders' agreements, and the corporate governance set-up.
File and manage the SPK review
We submit the file to the SPK, handle the Board's questions and amendment rounds, and keep the timetable moving toward approval or authorisation.
Close and launch
We complete the offering, register and admit instruments to trading where relevant, or launch the fund with its portfolio manager and custodian in place.
Ongoing compliance support
After launch we support continuing disclosure, governance, valuation and SPK reporting, and confirm each year's current thresholds so nothing is missed.
Capital markets and investment funds in Turkey: common questions
What law governs capital markets in Turkey?
The primary statute is the Capital Markets Law No. 6362 (Sermaye Piyasası Kanunu), in force since the end of 2012 and still governing in 2026. It is administered and enforced by the Capital Markets Board (SPK), supported by a large body of SPK communiqués that set the detailed rules for each product and process.
What is the SPK and what does it do?
The SPK (Sermaye Piyasası Kurulu, Capital Markets Board) is Turkey's capital markets regulator. It approves prospectuses, authorises investment funds, licenses portfolio management companies, supervises disclosure and corporate governance, and brings enforcement action. Almost every capital markets step in Turkey passes through the SPK.
Do I need an approved prospectus to offer securities in Turkey?
In most cases, yes. Where capital-market instruments are offered to the public or admitted to trading, a prospectus (izahname) generally has to be prepared and approved by the SPK first. The Board approves it where the information is consistent, comprehensible and complete to its standards. There are limited exceptions, so we confirm whether one applies to your offering.
What is the difference between a REIF and a REIC in Turkey?
A REIF (gayrimenkul yatırım fonu) is an asset pool with no legal personality, run by a licensed portfolio manager, sold only to qualified investors, and regulated by SPK Communiqué III-52.3. A REIC (gayrimenkul yatırım ortaklığı / GYO) is a publicly traded joint-stock company with free-float and portfolio duties, regulated by Communiqué III-48.1. They are different vehicles with different obligations.
What is a real estate investment fund (REIF) in Turkey?
A REIF is a regulated, professionally managed pool of assets used mainly to hold Turkish real estate. It has no separate legal personality, is run by an SPK-licensed portfolio management company with a separate custodian holding the assets, and its participation shares are sold to qualified investors. It is regulated by SPK Communiqué III-52.3.
What is a venture capital investment fund (REVCF) in Turkey?
A REVCF (girişim sermayesi yatırım fonu) is the regulated route for investing in Turkish private companies and startups. Like a REIF, it is an asset pool without legal personality, managed by a licensed portfolio management company with a separate custodian, and its shares go only to qualified investors. It is regulated by SPK Communiqué III-52.4.
Who counts as a qualified investor in Turkey?
Qualified investor (nitelikli yatırımcı) status is tied to the professional-client tests in SPK Communiqué III-39.1 and the Board's investment-services guidance, based on financial assets and trading criteria. Only qualified investors may buy REIF and REVCF participation shares. We confirm an investor's status against the current rule before any subscription.
Did the qualified investor threshold change recently?
Yes. By an SPK principle decision dated December 2025, the general professional-client financial-asset threshold was raised from TRY 1,000,000 to TRY 10,000,000, and the trading-volume criterion from TRY 500,000 to TRY 5,000,000. Investors buying REIF and REVCF participation shares are reported to be carved out of this increase, so a different figure can apply to fund investors. Confirm the exact number with us before marketing shares.
Can a foreigner set up or invest in a Turkish investment fund?
Yes. Foreign investors and managers regularly use Turkish funds. Investing in a REIF or REVCF requires qualified-investor status, and setting one up requires a licensed portfolio management company and a separate custodian. Much of the process can be handled remotely once the right power of attorney and documents are in place.
How is a Turkish investment fund structured and who safekeeps the assets?
By design, two functions are kept separate. An SPK-licensed portfolio management company (portföy yönetim şirketi) runs the fund, while a separate custodian (portföy saklayıcısı) safekeeps its assets. This separation, set out in the fund communiqués and the III-39.1 framework, protects investors if the manager runs into trouble.
Do I have to travel to Turkey to handle a capital markets or fund matter?
Usually no. With a properly scoped power of attorney (vekaletname), apostilled and translated into Turkish, we can file with the SPK, deal with the portfolio manager and custodian, and sign procedural documents on your behalf. Most of the process is handled remotely; we tell you in advance which documents need an apostille and sworn translation.
How long does SPK approval take?
It depends on the product, the quality of the file, and the number of SPK question rounds, so we do not quote a fixed period. Review is iterative: where the prospectus is amended during review, the changed items are reported as approved within a short statutory window. We build realistic question rounds into your timetable rather than assuming a single clean approval.
What are the most common mistakes foreign clients make?
The frequent ones are marketing an offering or fund before SPK approval, selling fund shares to investors who do not qualify, confusing a REIF with a REIC, relying on last year's annual SPK bulletin threshold, leaving gaps in prospectus disclosure, and an incomplete document chain such as missing apostilles or an under-scoped power of attorney. Each can delay a file or trigger enforcement.
How do I start with Lexin Legal on a capital markets matter?
Send us a short description of what you want to raise, launch or invest in, and your investor base. We will tell you which regime applies under Law No. 6362, what the realistic path and timeline look like, and what documents you will need, then set up remote instruction so you can proceed from abroad.
