Introduction
Crowdfunding regulation in Turkey under Capital Markets Law has become an important part of the Turkish startup, fintech and capital market ecosystem. Crowdfunding allows entrepreneurs and early-stage companies to raise funds from a broad investor base through licensed electronic platforms. In Turkish capital market law, the regulated model covers mainly equity-based crowdfunding and debt-based crowdfunding, both of which are supervised by the Capital Markets Board of Türkiye, known as the CMB in English and SPK in Turkish.
The principal legal basis is Article 35/A of Capital Markets Law No. 6362 and the Crowdfunding Communiqué III-35/A.2. The SPK announced that Communiqué III-35/A.2 entered into force after publication in the Official Gazette dated 27 October 2021 and numbered 31641, and that it repealed the earlier Equity-Based Crowdfunding Communiqué III-35/A.1. The same SPK announcement explained that the 2021 regulation integrated the debt-based crowdfunding model into Turkish capital market legislation after the equity-based model had already been introduced.
Crowdfunding is especially relevant for startups, technology companies, production-based ventures, angel investors, venture capital funds, small investors and alternative finance platforms. However, crowdfunding is not a simple online donation or informal partnership model. In Turkey, regulated crowdfunding is a capital market activity with platform listing requirements, campaign information forms, investor risk warnings, investment committees, escrow mechanisms, MKK recordkeeping, limits, fund-use controls and liability rules.
Legal Framework of Crowdfunding in Turkey
The legal framework is based on Capital Markets Law No. 6362, Article 35/A, Article 99 and the Crowdfunding Communiqué III-35/A.2. The current regulatory model gives the CMB authority over platforms that electronically mediate crowdfunding activities. The SPK’s 2025 announcement on information form drafts again confirmed that Communiqué III-35/A.2 was prepared under the authority granted by Article 35/A/2 of Capital Markets Law No. 6362 and entered into force on 27 October 2021.
Communiqué III-35/A.2 regulates the principles for equity-based and debt-based crowdfunding, the listing and activities of crowdfunding platforms, campaign procedures, collection of funds from the public through platforms, and control and audit of whether the collected funds are used in accordance with the announced purpose. The communiqué’s scope also makes clear that reward-based or donation-based fundraising through crowdfunding platforms is not subject to that communiqué.
This distinction is important. A campaign promising shares, debt instruments or financial return may fall within the CMB-regulated capital market framework. A pure donation campaign or reward campaign may be outside Communiqué III-35/A.2, but it may still be subject to other laws, such as consumer law, donation collection rules, tax law, advertising law or general contract law.
What Is Crowdfunding?
Crowdfunding is a method of raising capital from many people, generally through an online platform. Instead of obtaining funds from one bank, one venture capital fund or one strategic investor, an entrepreneur may raise smaller amounts from many investors.
Under Turkish capital market rules, regulated crowdfunding may take two principal forms. The first is equity-based crowdfunding, where investors provide funds in exchange for shares in a startup or venture company. The second is debt-based crowdfunding, where investors provide funds in exchange for debt instruments issued by the entrepreneur or venture company.
The communiqué defines a campaign as the public announcement through the platform of a fundraising request for a venture company or project. It also defines the campaign page as the platform page created for the relevant venture or project and accessible only to members.
The platform structure is central. Fundraising cannot be conducted freely through random websites, social media pages or personal bank accounts if it falls within regulated crowdfunding. A company seeking capital from the public must use a CMB-listed platform and comply with the prescribed campaign process.
Equity-Based Crowdfunding in Turkey
Equity-based crowdfunding in Turkey allows an entrepreneur or venture company to raise funds from investors in exchange for shares. This model is especially attractive for startups because it can provide access to many small investors without a traditional IPO, bank loan or venture capital round.
The communiqué provides that, before funds are transferred, the venture company must be established as a joint-stock company or complete conversion into a joint-stock company. The collected funds must be transferred to the venture company only in exchange for shares issued through a capital increase; raising funds by selling existing shares of the venture company is not permitted under this mechanism.
This rule has a strong investor-protection purpose. If funds are collected through equity crowdfunding, the money should go into the venture company through a capital increase, not into the pockets of existing shareholders through secondary share sale. The purpose is to finance the project or company, not to provide an exit to founders unless another legal route is used.
The communiqué also requires that all shareholder rights and conditions attached to the shares, including privileges if any, must be clearly stated in the information form. Except for qualified investors, no privilege difference may be created among the shares to be given to investors.
Debt-Based Crowdfunding in Turkey
Debt-based crowdfunding in Turkey allows entrepreneurs or venture companies to raise funds by issuing debt instruments through crowdfunding platforms. The SPK’s 2021 announcement stated that Communiqué III-35/A.2 introduced the debt-based crowdfunding model into the capital market framework, alongside the existing equity-based model.
In debt-based crowdfunding, investors do not become shareholders. Instead, they acquire a debt instrument and expect repayment under the terms disclosed in the information form. The communiqué defines a debt instrument as a security issued by the entrepreneur or venture company as debtor and sold through platforms, based on repayment of nominal value at maturity or in installments according to the principles disclosed in the information form.
Debt-based crowdfunding involves different risks from equity crowdfunding. In equity crowdfunding, investors may benefit from company growth but may lose their investment if the venture fails. In debt-based crowdfunding, the key risk is repayment: the venture may not generate enough cash flow to repay principal, interest or installments. For this reason, the 2021 SPK announcement stated that debt-based crowdfunding requires a credibility report for entrepreneurs raising funds and requires the investment committee to evaluate that report; the platform must also calculate a credit score for the project.
Crowdfunding Platforms and CMB Listing
A crowdfunding platform cannot operate freely without CMB approval. Platforms must be included in the CMB’s list of platforms authorized to conduct crowdfunding activity. The SPK maintains a dedicated crowdfunding platform page and a separate list titled “Listeye Alınan Platformlar” for platforms listed by the Board to conduct crowdfunding activities.
The current SPK list identifies several platforms listed for equity-based crowdfunding, including investment institutions and dedicated crowdfunding platform companies. The list shows names such as Vakıf Yatırım Menkul Değerler AŞ, Global Kitle Fonlama Platformu AŞ, Halk Yatırım Menkul Değerler AŞ, Fongogo Kitle Fonlama Platformu AŞ, Girişim Kitle Fonlama Platformu AŞ and other listed platforms, with listing dates ranging from 2021 to 2025.
This list is a practical compliance tool for investors. Before investing through a crowdfunding platform, investors should check whether the platform appears on the SPK’s official list. The risk disclosure form in the communiqué expressly warns investors to check whether the organization they plan to work with is included in the list of platforms approved by the Board for crowdfunding activity.
Platform Requirements and Loss of Listing
The communiqué contains rules on listing, operation and removal from the list. If a platform loses required conditions or breaches communiqué obligations, the CMB may remove it from the list or decide that its activities may be conducted only as equity-based or only as debt-based crowdfunding. If a platform is removed from the list, its power to collect money ends as of notification of the CMB decision.
This has serious consequences. A platform removed from the list cannot continue collecting funds from investors. Ongoing campaign processes may also end, and collected funds may have to be returned through the escrow mechanism depending on the applicable stage of the campaign.
For entrepreneurs, this means platform selection is critical. A campaign launched on a weak or non-compliant platform may be interrupted. For investors, platform status should be checked not only at the beginning but also during the campaign.
Investment Committee
A key investor-protection mechanism is the investment committee. The communiqué requires a platform’s investment committee to be formed by the platform’s board of directors and to consist of at least three members. The majority of members must have at least five years of experience in fields such as finance, entrepreneurship, business management, legal consultancy, technology, industry or trade; at least one member must hold a Level 3 Capital Market Activities License.
For debt-based crowdfunding platforms, additional expertise requirements apply. At least one investment committee member must have a credit rating license, and the majority of members must have experience in areas such as statistics, risk valuation and management, financial analysis, rating or valuation, in addition to the general experience fields.
The investment committee is not a cosmetic body. It reviews the campaign, evaluates the information form and, depending on the model, examines feasibility or credibility reports. The committee must establish an evaluation policy containing objective evaluation criteria and methods, and this policy must be approved by the platform board and publicly announced through the platform.
Campaign Information Form
The information form is the central disclosure document in crowdfunding campaigns. The communiqué defines the information form as the form announced on the campaign page for the purpose of collecting the funds needed by the project or venture company, with standards determined by the CMB.
The SPK maintains separate information form templates for equity-based crowdfunding by entrepreneurs, equity-based crowdfunding by venture companies, debt-based crowdfunding by entrepreneurs and debt-based crowdfunding by venture companies. In 2025, the SPK announced updated draft information forms for consultation, including separate drafts for equity-based and debt-based models and for entrepreneurs and venture companies.
The information form is not equivalent to a public offering prospectus, but it is still a legally significant document. It should explain the project, business model, fundraising target, rights of investors, share or debt instrument terms, risks, use of funds, financial projections where applicable, founders, company structure and other information necessary for the investment decision.
The communiqué requires the investment committee, before approving the information form, to determine at minimum that the information in the form is consistent, understandable and complete according to CMB standards. The platform must also establish that the relevant member has read the approved information form before submitting a funding request.
Membership Agreement and Risk Disclosure
Crowdfunding platforms must establish a membership relationship with investors. The communiqué sets out minimum elements of the membership agreement between the platform and members, including information identifying the parties, contact details, date and termination conditions, subject and purpose of the agreement, information on crowdfunding activity, the general risk disclosure form, campaign procedures, rights and obligations, fees, commissions, advertising principles and dispute resolution forum.
The risk disclosure form is particularly important. It warns investors that capital market transactions may result in profit or loss and that investors should understand the risks before making a decision. It further states that crowdfunding investments are subject to various risks, including the risk of partial or total loss of invested money, that the investment is not covered by deposit guarantee, that early-stage ventures generally do not pay dividends, that crowdfunding investments are illiquid, and that the venture or project may fail to achieve its commercial goals.
This risk disclosure is essential because crowdfunding often attracts retail investors who may be excited by startup stories but may not fully understand early-stage risk. A legally compliant platform must not market crowdfunding as a guaranteed-return product.
Investor Limits
Investor limits are part of the investor-protection system. The communiqué contains limits for non-qualified natural person investors in equity-based and debt-based crowdfunding. For equity-based crowdfunding, the text provides a general annual cap for non-qualified natural persons, with the possibility of applying a higher limit based on declared annual net income up to a maximum ceiling.
For debt-based crowdfunding, the communiqué separately regulates limits for non-qualified natural persons, including annual limits and a project-based maximum. It also provides that MKK performs the control of these limits based on the latest member-level declaration submitted by platforms.
Because monetary limits may be subject to amendment, revaluation or CMB practice updates, investors and platforms should always verify current limits through the SPK, MKK and the relevant platform before a transaction. The main legal point is that crowdfunding is not designed to let non-qualified retail investors allocate unlimited sums into high-risk early-stage investments.
Escrow Mechanism and MKK Role
Crowdfunding regulation in Turkey uses a controlled fund flow. The communiqué defines the escrow authority as Takasbank and other portfolio custodians that block the funds collected through platforms until transfer to the venture company or refund to investors.
During a campaign, funds are collected and blocked in an account opened with the escrow authority in the name of the platform. The escrow authority ensures transfer of collected funds to the venture company or refund to investors together with any returns where applicable. Investors also have a 48-hour withdrawal right after giving the payment order, and the escrow authority must take necessary steps for refund on the business day following exercise of that right.
If the target amount is not collected by the end of the campaign period, the platform notifies the escrow authority, and blocked amounts and any returns are refunded to investors. If the platform is removed from the CMB list, ongoing campaigns are deemed ended and collected funds are returned to investors through the escrow authority’s procedures.
This structure protects investors from the risk that entrepreneurs or platforms directly receive and freely use funds before campaign conditions are satisfied.
Campaign Process
The campaign process begins when the entrepreneur or venture company applies to a platform to raise funds. For equity-based crowdfunding, the campaign requires an information form approved by the investment committee and published on the campaign page. The platform must ensure that the information form is read by investors before funding requests are submitted.
For debt-based crowdfunding, the campaign also requires an information form approved by the investment committee and published on the campaign page. The debt instrument’s interest, maturity, payment conditions and all rights and obligations must be clearly stated in the information form. The communiqué also provides that debt instruments cannot be sold in a way that creates inequality among investors providing the same amount of funding.
The legal design is based on transparency, equal treatment and conditional fund transfer. Investors should be able to compare the campaign terms and understand what they receive in return for their funds. Entrepreneurs should not change core terms without proper disclosure and approval.
Use of Funds
Use of funds is one of the most important issues in crowdfunding. The communiqué requires the entrepreneur or venture company to prepare a report explaining the purposes for which collected funds will be used, and this report must be published on the campaign page as of the campaign start date.
For equity-based crowdfunding by a venture company, the funds must be used exclusively for the technology and/or production activity for which financing is requested. They cannot be used to pay debts or other liabilities not arising from the financed technology or production activity.
The communiqué also requires announcements about the current status of the venture or project and the use of funds at six-month intervals between the end of the campaign and the date when all collected funds are used, and in any case as of the date when all funds are used.
This is critical for investors. A campaign may be attractive because of a specific project. If the company later uses the money for unrelated debts, related-party payments or founder benefits, investor protection is undermined.
Audit of Fund Use
The use of funds is not left entirely to the entrepreneur’s statements. The communiqué requires control and audit of whether collected funds are used in accordance with the purpose announced in the information form. This control is performed through a special-purpose independent audit report by an independent audit firm listed under the law.
For venture companies collecting funds above the threshold stated in the communiqué, the special-purpose independent audit report is prepared annually from the date the funds are transferred. For lower amounts, the report is prepared as of the date indicated in the information form for full use of funds, and in any event as of the date when all funds are used. The report must be prepared within the prescribed period and announced on the campaign page and the venture company’s website.
This mechanism reduces the risk that crowdfunding proceeds are misused after a successful campaign. It also creates documentary evidence for potential investor claims, CMB review or civil liability.
Liability in Crowdfunding
Crowdfunding liability may arise for platforms, platform board members, investment committee members, venture company directors, entrepreneurs, information form signatories and other persons involved in campaign documents.
The communiqué provides that platform board members are responsible for fulfillment of platform obligations, investment committee members and platform board members are responsible for obligations relating to the investment committee, and venture company board members are responsible for obligations imposed on venture companies. It also states that natural and legal persons signing the information form are jointly and severally liable for damages arising from false, misleading or incomplete information in the information form.
This is a strong liability rule. A crowdfunding campaign cannot be marketed with exaggerated, incomplete or misleading information. If investors lose money because the information form falsely describes the company, financial condition, technology, patents, contracts, use of funds or repayment ability, liability claims may arise.
Legal Risks for Entrepreneurs and Venture Companies
Entrepreneurs and venture companies must understand that crowdfunding is a regulated fundraising method. They should not treat it as ordinary social media marketing.
Key legal risks include inaccurate information forms, unrealistic financial projections, undisclosed debts, undisclosed founder disputes, failure to convert a limited company into a joint-stock company where required, misuse of collected funds, failure to publish periodic fund-use reports, failure to complete capital increase procedures, related-party payments, false statements about intellectual property, and failure to repay debt instruments in debt-based crowdfunding.
For equity-based campaigns, the company must plan shareholder structure carefully. Crowdfunding may create many new shareholders whose rights must be recorded and respected. For debt-based campaigns, the company must realistically assess repayment capacity before accepting funds.
Legal Risks for Platforms
Crowdfunding platforms are gatekeepers. They must establish technical infrastructure, membership procedures, investor risk disclosures, investment committees, campaign pages, information form review mechanisms, fund transfer processes, MKK coordination and escrow coordination.
The communiqué requires platforms to publish the approved information form and campaign information during the campaign and to keep campaign information accessible for specified periods: for equity-based platforms, during the campaign and for five years after the calendar year of the campaign; for debt-based platforms, until redemption of the debt instruments.
Platform risks include allowing misleading campaigns, failing to check investor limits, failing to obtain risk acknowledgments, failing to ensure that investors read information forms, inadequate investment committee review, conflicts of interest, weak internal controls, data protection failures, and continued activity after loss of CMB listing.
Investor Protection
The Turkish crowdfunding regime protects investors through multiple mechanisms: CMB-listed platforms, investment committee review, standardized information forms, risk disclosure, investor limits, MKK controls, escrow blocking, 48-hour withdrawal rights, conditional fund transfer, periodic fund-use disclosure, independent audit of fund use and liability for false or incomplete information.
However, these protections do not guarantee investment success. The risk disclosure form expressly states that crowdfunding investments may involve partial or total loss of invested money, no deposit guarantee, no return guarantee, illiquidity and the risk that the venture or project will fail to achieve commercial goals.
Investors should therefore treat crowdfunding as high-risk venture investment. A campaign may be legally compliant but still fail commercially. Legal compliance reduces fraud and disclosure risk; it does not eliminate startup risk.
Unauthorized Crowdfunding and Illegal Fundraising
Any person or company raising money from the public through equity-like or debt-like structures outside the CMB framework may face serious legal risk. If the structure involves shares, debt instruments, investment returns, profit participation or capital market instruments, it may trigger capital market law consequences.
Examples include collecting money through social media for a startup in exchange for informal “partnership,” selling tokens or certificates that promise financial return, taking loans from many retail investors through online platforms, or advertising public investment opportunities without CMB-listed platform involvement.
The CMB has authority under Article 99, and Communiqué III-35/A.2 is based on Articles 35/A and 99 of Capital Markets Law No. 6362. Depending on the facts, unauthorized fundraising may also involve unlawful public offering, unauthorized capital market activity, fraud or breach of trust.
Practical Checklist for Entrepreneurs
An entrepreneur planning a crowdfunding campaign in Turkey should first determine whether the campaign is equity-based, debt-based, reward-based or donation-based. If it is equity-based or debt-based, the entrepreneur should work only with a CMB-listed platform. The entrepreneur should prepare a truthful and complete information form, a clear use-of-funds report, realistic financial projections, corporate documents, intellectual property records, founder agreements and any feasibility or credibility materials required by the platform.
If the entrepreneur is not already operating through an eligible joint-stock company, conversion or establishment steps should be planned before the campaign reaches fund transfer. The entrepreneur should also prepare for post-campaign obligations, including capital increase, MKK records, periodic announcements, fund-use audit reports and investor communication.
Practical Checklist for Investors
An investor should first verify whether the platform is listed by the CMB. The SPK maintains an official list of platforms approved for crowdfunding activity. The investor should then read the information form, risk disclosure form, use-of-funds report, shareholder rights, debt instrument terms, exit limitations, financial projections, founder background and campaign conditions.
Investors should ask: Is this equity or debt? What do I receive? Can I sell the investment later? Is there a dividend or repayment expectation? What happens if the target amount is not collected? How are funds blocked? Who audits fund use? What are the founders’ obligations? What are the main risks? Is the company already established as a joint-stock company or will it be established after the campaign?
Crowdfunding should not be treated like a bank deposit, public company share or guaranteed bond. It is generally high-risk, illiquid and dependent on the success of early-stage ventures.
Conclusion
Crowdfunding regulation in Turkey under Capital Markets Law is based mainly on Article 35/A of Capital Markets Law No. 6362 and Crowdfunding Communiqué III-35/A.2. The communiqué entered into force in 2021 and introduced a unified framework for equity-based and debt-based crowdfunding, while repealing the earlier equity-only communiqué.
The Turkish system requires crowdfunding activities to be conducted through CMB-listed platforms, with campaign information forms, investment committee review, risk disclosure, investor limits, MKK controls, escrow blocking, conditional fund transfer and fund-use audits. The SPK’s current platform page and listed-platform page serve as practical tools for verifying whether a platform is approved for crowdfunding activity.
For startups and entrepreneurs, crowdfunding may be an effective alternative finance method, especially for technology and production-based projects. For platforms, it is a regulated capital market activity requiring strong governance, compliance and disclosure controls. For investors, it is an opportunity to participate in early-stage financing, but it carries significant risk, including loss of principal, illiquidity and lack of guaranteed return.
In conclusion, crowdfunding in Turkey is not informal online fundraising. It is a regulated capital market process combining startup finance, investor protection, platform supervision and disclosure liability. Any entrepreneur, venture company, investor, platform operator or foreign participant considering crowdfunding in Turkey should obtain professional legal advice before launching or joining a campaign.
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