Capital Markets Board Introduced New Thresholds for IPOs


The amounts subject to revaluation in the secondary regulations issued by the Capital Markets Board (“Board”) based on the Capital Markets Law (“Law”) have been determined and published for 2024.

In this respect, some important highlights are as follows:

  • The total asset and net revenue amounts in the financial statements – prepared in accordance with the regulations of the Board and independently audited for the last two years prior to the date of IPO application – of companies, which has to meet the requirements under Board’s Communiqué on Shares (VII-128.1) regarding companies to be initially publicly offered and are regulated under Article 8 of the Communiqué on Principles Pertaining to Removal of Corporations from the Scope of Law and Obligation of Trading of Shares on Exchange (II-16.1), have been increased as below:
    • In the financial statements of 2022, having total assets of at least TRY 450,000,000 and net sales revenue of at least TRY 270,000,000; and
    • In the financial statement of 2023, having total assets of minimum TRY 1,500,000,000 and net sales revenue of at least TRY 750,000,000
  • The minimum capital amount required for switching to registered capital system (başlangıç sermayesi) is increased to TRY 100,000,000. As a result, only companies with paid-in capital over TRY 100,000,000 could adopt the registered capital system.

Existing IPO applications made to the Board before 31 December 2023 shall not be subject to the revaluation amounts. The amounts in effect on the date of application shall continue to be applied to applications made until 31 December 2023

With respect to the Article 11 of Communiqué on Material Events Disclosure, the threshold for public disclosure by the persons having administrative responsibility (idari sorumluluğu bulunan kişiler), by the persons closely related to them, and by the real or legal person main shareholder of the issuer, regarding all transactions realised in relation to the shares representing the capital and other capital market instruments based on these shares, is set as TRY 8,000,000.

Administrative fines are also updated for 2024, subject to the revaluation rate. Some of the updated administrative fines applicable for 2024 are as follows:

  • Administrative fine ranging from TRY 246,511.47 to 3,081,378.30 for persons who act in violation of the rules, standards and forms established and of the general and special resolutions adopted by the Board;
  • Administrative fine ranging from TRY 5,249.78 to 131,244.50 for persons who provide false or misleading information, documents or statements to the Board; and
  • Administrative fine ranging from TRY 246,511.47 to 6,168,483.34 for persons who commit market disruptive acts.

For more information on the bulletin and its application, please contact your CMS partner or local CMS expert: Hülya Kemahlı, Arcan Kemahlı, or Zeynep Berrin Manavgat.