Introduction
Capital market crimes in Turkey are regulated mainly under Capital Markets Law No. 6362, supported by secondary regulations of the Capital Markets Board of Türkiye, known as the CMB in English and SPK in Turkish. These crimes are designed to protect market integrity, investor confidence, fair price formation, transparent public disclosure and the proper functioning of regulated financial markets.
Capital market crimes are different from ordinary fraud or commercial disputes. They usually involve market-sensitive information, trading activity, public disclosure, investor decisions, regulated investment services, capital market instruments, listed companies, intermediaries, investment funds, portfolio managers, crypto asset service providers or other financial market actors. Therefore, a criminal investigation in this field often requires both legal and technical financial analysis.
The main offences include insider trading, market manipulation, unauthorized capital market activity, unlawful crypto asset service provider activity, breach of trust and disguised profit transfer, false or misleading disclosure, forgery or misuse of documents, and other violations connected with capital market institutions. Capital Markets Law No. 6362 states that its purpose is to ensure the reliable, transparent, efficient, stable, fair and competitive functioning of capital markets and to protect investors’ rights and interests.
Legal Framework of Capital Market Crimes in Turkey
The primary legal source is Capital Markets Law No. 6362, which entered into force after publication in the Official Gazette dated 30 December 2012. The law governs capital market instruments, their issuance, issuers, public offerors, capital market activities, capital market institutions, exchanges, market operators, clearing and custody institutions, the Central Registry Agency and the CMB.
Capital market crimes are mainly regulated in the criminal provisions of the law, especially Articles 106, 107, 109, 109/A, 110 and related provisions. The SPK’s market surveillance page explains that unusual price and volume movements in capital market instruments traded on exchanges and organized markets are monitored under Capital Markets Law No. 6362, and where insider trading or market manipulation offences under Articles 106 and 107 are detected, the CMB files criminal complaints under Article 115 and may take measures under Articles 101, 103 and 105.
This framework shows that capital market enforcement is not limited to criminal courts. The CMB may impose administrative measures, trading bans, administrative fines, precautionary restrictions and criminal complaint procedures. A single act may therefore create criminal liability, administrative sanctions, civil liability and investor compensation disputes at the same time.
Insider Trading in Turkey
Insider trading, called “bilgi suistimali” in Turkish law, is regulated under Article 106 of Capital Markets Law No. 6362. The offence concerns trading or order activity based on non-public information capable of affecting the price, value or investor decisions relating to capital market instruments.
Article 106 provides that persons who directly or indirectly place buy or sell orders, change orders or cancel orders concerning relevant capital market instruments based on non-public information about capital market instruments or issuers, and thereby obtain benefit for themselves or another person, may be punished if they fall within the categories listed in the article. These categories include issuer managers, persons who possess the information due to shareholding in issuers or their subsidiaries or parent companies, persons who possess the information due to their work, profession or duties, persons who obtained the information through crime, and persons who knew or should have known the nature of the information. The sanction is imprisonment from three to five years or a judicial fine; if a judicial fine is imposed, it cannot be less than twice the benefit obtained.
The most important legal elements are: non-public information, price-sensitive or decision-sensitive character of the information, trading or order activity based on that information, and benefit. For example, trading before disclosure of a merger, acquisition, public offering, financial result, dividend decision, regulatory sanction, major contract, license cancellation or court decision may create insider trading risk if the information was not yet public and was capable of affecting investor decisions.
Insider trading investigations are usually evidence-heavy. The CMB and prosecutors may examine order times, account activity, phone records, relationships between insiders and traders, access to confidential information, KAP disclosure timing, suspicious price movements and account profit. Directors, employees, auditors, lawyers, consultants, investor relations officers and controlling shareholders should be particularly careful because they may have access to inside information before public disclosure.
Transaction-Based Market Manipulation
Market manipulation, called “piyasa dolandırıcılığı” in Turkish law, is regulated under Article 107 of Capital Markets Law No. 6362. It has two main forms: transaction-based manipulation and information-based manipulation.
Transaction-based manipulation concerns trading conduct that creates a false or misleading impression regarding the price, price changes, supply or demand of capital market instruments. The CMB’s 2020 press release explains that persons who make purchases or sales, place orders, cancel orders, change orders or carry out account activities with the purpose of creating a false or misleading impression on the prices, price changes, supply or demand of capital market instruments may be punished under Article 107.
Examples may include coordinated buying to inflate price, circular trading, wash trades, artificial volume creation, layering, spoofing, misleading order placement, manipulative end-of-day trading, pump-and-dump activity, or using multiple accounts to create artificial market demand. In practice, suspicious transactions are often identified through unusual price-volume movements, repetitive trades between related accounts, rapid order entry and cancellation, or trading patterns inconsistent with normal investment behavior.
The sanction referred to by the CMB for Article 107 manipulation offences is imprisonment from three to five years and a judicial fine of up to five thousand days. In addition, the CMB may impose trading bans and other temporary or permanent measures during or after investigations, depending on the facts and applicable secondary legislation.
Information-Based Market Manipulation
The second major form is information-based market manipulation, or “bilgi bazlı piyasa dolandırıcılığı.” The SPK describes Article 107/2 as covering acts such as giving false, wrong or misleading information, spreading rumors, giving news, making comments, preparing reports or disseminating them in order to affect the price or value of capital market instruments or investor decisions. The SPK also explains that the information, rumor, news, comment or report must be false, wrong or misleading, benefit must be obtained, and the act must be directed at affecting prices, values or investor decisions.
This offence is highly relevant in the digital age. Social media posts, Telegram and WhatsApp groups, YouTube broadcasts, X/Twitter accounts, stock forums, paid membership groups and fake analyst reports may all become tools for manipulation. The CMB has warned that membership-based groups on social media and messaging platforms may manipulate and victimize investors, especially where persons without authorization provide investment advisory-like directions.
Examples include spreading false takeover rumors, claiming that a company will receive a public contract without basis, publishing fabricated financial information, promoting a stock as “guaranteed to rise,” concealing that the promoter has already accumulated shares, or coordinating mass buying after misleading posts. If the person then sells at a profit after influencing other investors, the case may involve both market manipulation and unlawful investment advice.
Social Media, Telegram Groups and Investment Manipulation
One of the most common practical risk areas is social media-based stock promotion. The CMB has specifically warned about Facebook, Twitter/X, WhatsApp, Telegram and similar platforms where unauthorized persons may direct investors and create victimization.
The legal issue is not that every opinion about a stock is a crime. Investors, analysts and market commentators may express views. The crime arises where false, wrong or misleading information is intentionally used to affect investor decisions or prices and benefit is obtained, or where coordinated transaction activity creates artificial price or demand. Therefore, disclaimers such as “not investment advice” do not automatically remove criminal risk if the content is misleading and manipulative.
For investors, the safest approach is to rely on official sources such as KAP disclosures, audited financial statements and licensed investment institutions. For content creators, influencers and group administrators, the risk is serious: investment-related comments can become evidence if they are linked to account activity, benefit, false information or investor coordination.
Recent public reporting also shows that Turkish authorities have intensified scrutiny of manipulation. Reuters reported in February 2025 that Turkish authorities launched an investigation into manipulative and misleading news alleged to have caused unusual price and volume movements in the Istanbul stock market, with the CMB and Borsa İstanbul reviewing transactions. Reuters also reported in November 2025 that Turkey was considering tougher penalties and new regulations to combat manipulation, particularly in relation to certain investment funds.
Unauthorized Capital Market Activities
Another major capital market crime is unauthorized capital market activity, called “izinsiz sermaye piyasası faaliyeti.” Investment services and activities are regulated services. Persons or entities cannot provide brokerage, investment advice, portfolio management, order transmission, leveraged transactions, foreign exchange/CFD-like services or similar capital market services as a profession or commercial activity without CMB authorization.
The CMB has explained that the execution of leveraged transactions for investors residing in Türkiye by persons other than institutions authorized by the Board constitutes unauthorized capital market activity. It also states that Article 109/2 of Capital Markets Law No. 6362 provides imprisonment from two to five years and judicial fines from five thousand to ten thousand days for unauthorized capital market activities.
This offence is common in fake forex platforms, overseas leveraged trading websites targeting Turkish residents, unlicensed investment clubs, unauthorized portfolio managers, signal sellers, persons collecting money for stock trading, and entities using bank accounts or phone lines to facilitate unauthorized activity. The CMB has also stated that persons who promote or advertise unauthorized market activities or facilitate such activities through bank accounts or telephone lines may be subject to criminal complaints.
For investors, a key warning sign is any person promising high returns, guaranteed profit or managed trading without CMB authorization. For lawyers handling such cases, bank records, website screenshots, correspondence, call logs, investment contracts, platform access records and promotional materials are critical evidence.
Unlawful Crypto Asset Service Provider Activity
Crypto asset regulation became a major part of Turkish capital market enforcement after Law No. 7518, which entered into force after publication in the Official Gazette dated 2 July 2024. The SPK announced that crypto asset service providers operating or intending to operate in Türkiye were brought under the CMB’s regulatory and supervisory authority under Capital Markets Law No. 6362.
The SPK explained that activities such as crypto asset trading, exchange, transfer, custody services required by those activities, and custody or management of wallets or private keys may fall within the law where carried out as a regular occupation, commercial activity or professional activity. The SPK also warned that those who fail to comply with statutory obligations may face action under Articles 99/A and 109/A.
Article 109/A, introduced by Law No. 7518, provides that natural persons and authorized representatives of legal persons found to operate as crypto asset service providers without permission may be punished with imprisonment from three to five years and a judicial fine from five thousand to ten thousand days. The SPK also noted that failure by non-applying or liquidating crypto providers to fulfill customer transfer requests may constitute unauthorized crypto asset service provider activity under Article 109/A.
In 2025, the SPK announced two major secondary regulations: Communiqué III-35/B.1 on the Establishment and Operating Principles of Crypto Asset Service Providers and Communiqué III-35/B.2 on Working Procedures, Principles and Capital Adequacy of Crypto Asset Service Providers, both published and entered into force on 13 March 2025. This means that crypto compliance is now a regulated capital market issue, not merely a technology or commercial law issue.
Breach of Trust, Disguised Profit Transfer and Forgery
Capital market crimes also include qualified forms of breach of trust, especially in relation to public companies and collective investment schemes. Article 110 of Capital Markets Law No. 6362 treats certain acts as qualified breach of trust, including acts connected with public company assets, related-party abuse and disguised profit transfer. Legal commentary on Article 110 notes that the provision includes qualified breach of trust forms and that the penalty under Turkish Penal Code Article 155/2 cannot be less than three years in these capital market cases.
The underlying capital market concern is often disguised profit transfer, regulated under Article 21. Article 21 prohibits public companies, collective investment institutions and their subsidiaries or affiliates from transferring gains to related persons through prices, fees, amounts or terms contrary to arm’s-length principles, market practice, prudence and honesty, thereby reducing profits or assets or preventing profits or assets from increasing.
Examples include selling assets to a controlling shareholder below fair value, buying services from a group company at excessive prices, failing to collect receivables from a related party, giving guarantees without commercial justification, or using public company resources for the benefit of related persons. If such conduct is intentional and meets the statutory criteria, the case may involve not only civil liability and CMB sanctions but also criminal liability.
False or Misleading Public Disclosure
False or misleading disclosure may give rise to civil, administrative and in some cases criminal consequences. Capital market investors rely on prospectuses, financial reports, material event disclosures, merger documents, takeover bid forms and KAP announcements. If these documents contain false, misleading or incomplete information, investors may make distorted decisions.
Although public disclosure liability is mainly regulated as civil liability, it may overlap with capital market crimes where false information is used to influence prices or investor decisions. For example, a misleading KAP disclosure may support an information-based manipulation allegation if it is intentionally used to affect the market and benefit is obtained.
Listed company directors, investor relations officers, auditors, valuation experts and signatories should treat public disclosure as a high-liability legal function. “Optimistic wording” can become legally dangerous if it conceals material risks or creates a wrong impression about the company’s financial or operational condition.
CMB Investigations and Criminal Complaints
The CMB has market surveillance and inspection authority. Its surveillance page states that unusual price and quantity movements are monitored in capital market instruments traded on exchanges and organized markets, and where insider trading or market manipulation offences are detected, criminal complaints are filed under Article 115.
A CMB investigation may involve trading records, account relationships, IP information, order books, telephone and electronic communications, KAP disclosure timing, beneficial ownership, bank transfers, portfolio positions and suspicious transaction patterns. In complex cases, the CMB’s findings may become central evidence in criminal proceedings.
For suspects, early legal strategy is important. A statement given without understanding the trading data, account relationships and regulatory framework may cause serious problems. For investors or complainants, the complaint should be evidence-based, not merely based on a price decline. A strong complaint identifies the suspected act, dates, relevant securities, account activity, misleading information, benefit and investor loss.
Administrative Measures and Trading Bans
Capital market enforcement includes administrative measures as well as criminal proceedings. The CMB’s 2014 announcement on the Communiqué on Measures Applicable in Insider Trading and Market Manipulation Investigations V-101.1 states that the regulation was prepared to ensure effective and healthy market functioning where there is reasonable suspicion or determination of insider trading or market manipulation offences under Articles 106 and 107.
Measures may include temporary or permanent trading bans, restrictions on certain accounts, collateral changes, transaction limitations and other market integrity tools depending on the facts and applicable rules. The purpose of these measures is not necessarily to punish before conviction, but to protect market integrity and investors while suspicious conduct is investigated.
For investors, this matters because accounts subject to trading bans or suspicious activity investigations may face operational restrictions. For listed companies, being associated with manipulation investigations may create reputational and disclosure issues even if the company itself is not the suspect.
Judicial Fines, Imprisonment and Benefit Calculation
Capital market crimes often involve both imprisonment and judicial fines. Insider trading under Article 106 may result in imprisonment from three to five years or a judicial fine, and where a judicial fine is imposed it cannot be less than twice the benefit obtained. Market manipulation under Article 107 may result in imprisonment from three to five years and a judicial fine of up to five thousand days. Unauthorized capital market activity under Article 109 may result in imprisonment from two to five years and judicial fines from five thousand to ten thousand days. Unauthorized crypto asset service provider activity under Article 109/A carries imprisonment from three to five years and judicial fines from five thousand to ten thousand days.
Benefit calculation is often one of the most disputed issues. Authorities may analyze realized and unrealized gains, losses avoided, related accounts, transaction costs, timing and market price movement. In manipulation cases, benefit may not always be limited to one account. Persons acting together, nominees and related entities may be examined.
Civil Liability and Investor Claims
Capital market crimes may also create civil liability. Investors who suffered loss due to insider trading, manipulation, misleading disclosure, unauthorized activity or disguised profit transfer may consider compensation claims depending on the facts. However, proving investor loss and causation is not always simple.
For example, in a manipulation case, an investor must generally show that unlawful conduct distorted the market and caused loss. In an unauthorized activity case, the investor may claim return of funds or damages based on unlawful service, fraud, contract invalidity or tort. In misleading disclosure cases, the investor may rely on public disclosure liability rules. In disguised profit transfer cases, the primary harm may be to the public company, while shareholders suffer indirect loss through reduction of company value.
Evidence is crucial. Investors should preserve account statements, order confirmations, KAP announcements, platform screenshots, bank transfer receipts, messages, investment advice communications, social media posts, group records and any CMB or prosecutor file information.
Defense Considerations in Capital Market Crime Cases
From a defense perspective, each offence has specific legal elements. Not every profitable trade before an announcement is insider trading. Not every price rise is manipulation. Not every market comment is information-based manipulation. Not every investor loss means unauthorized activity or fraud.
In insider trading cases, the defense may focus on whether the information was public, whether it was price-sensitive, whether the accused possessed it, whether the trade was based on that information, and whether benefit was obtained. In transaction-based manipulation cases, the defense may focus on investment rationale, liquidity provision, ordinary trading behavior, absence of artificiality, lack of intent and account independence. In information-based manipulation cases, the defense may focus on truthfulness, opinion nature, absence of benefit, absence of intent to influence prices and lack of causal effect.
In unauthorized activity cases, the key issues include whether the conduct was a regulated capital market activity, whether it was performed as a regular occupation or commercial/professional activity, whether CMB authorization was required, and whether the accused merely introduced, advertised, facilitated or actually provided the service.
Practical Checklist for Investors
Investors should protect themselves against capital market crimes by checking whether the intermediary institution is CMB-authorized, relying on KAP disclosures rather than social media rumors, avoiding guaranteed-return promises, not sending money to personal accounts for investment management, not joining pump-and-dump groups, preserving evidence if harmed, and filing complaints with clear documents.
Warning signs include “inside information” promises, “this stock will definitely rise” messages, paid Telegram groups, foreign leveraged trading platforms targeting Turkish residents without authorization, crypto platforms not appearing in SPK lists, refusal to allow withdrawals, pressure to deposit more funds, requests to use another person’s bank account and promises of unusually high returns.
Practical Checklist for Companies, Directors and Professionals
Listed companies, directors, managers, investor relations officers, auditors, lawyers and consultants should maintain insider lists, confidentiality controls, blackout periods, disclosure policies, related-party transaction documentation, KAP review procedures and training on market abuse rules.
Professionals who possess inside information should not trade or share that information before public disclosure. Companies should monitor unusual trading before material announcements. Investor presentations should be consistent with public disclosures. Social media communication should be controlled. Related-party transactions should be documented under arm’s-length standards.
For crypto asset service providers, compliance now requires licensing analysis, corporate authorization, customer asset protection, custody procedures, transfer rules, cybersecurity, capital adequacy and SPK secondary regulation compliance.
Conclusion
Capital market crimes in Turkey are regulated to protect investors, market integrity, fair price formation and confidence in regulated financial markets. The main legal source is Capital Markets Law No. 6362, supported by CMB communiqués, surveillance procedures, administrative measures and criminal complaint mechanisms.
The key crimes include insider trading under Article 106, transaction-based and information-based market manipulation under Article 107, unauthorized capital market activities under Article 109, unauthorized crypto asset service provider activity under Article 109/A, and breach of trust or disguised profit transfer-related offences under Article 110. The CMB monitors unusual market activity, may impose measures and may file criminal complaints where it detects offences under Articles 106 and 107.
For investors, the most important protection is to rely on authorized institutions and official disclosures, not rumors or guaranteed-return promises. For companies and professionals, the most important compliance tools are proper disclosure, insider information controls, documentation, fair related-party transactions and strict avoidance of manipulative communications or trades.
In conclusion, Turkish capital market criminal law is a specialized field combining securities regulation, criminal law, financial evidence and market analysis. Any investor, director, intermediary institution, portfolio manager, crypto asset service provider, listed company or suspect involved in a capital market crime investigation should obtain professional legal advice immediately, because early evidence strategy and correct legal classification may determine the outcome.
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