Introduction
Establishing a bank in Turkey as a foreign investor is a highly regulated process subject to strict supervision by the Banking Regulation and Supervision Agency (BDDK) and compliance with the Banking Law No. 5411, the Foreign Direct Investment Law No. 4875, and other related regulations.
While foreign investors follow a similar procedure to domestic investors, they must also meet additional requirements, including regulatory clearances from their home country.
1. Legal Framework and Authorities
The primary legislation and regulatory bodies involved in the process are:
- Banking Law No. 5411
- Foreign Direct Investment Law No. 4875
- Banking Regulation and Supervision Agency (BDDK) – authorization for establishment and operation
- Central Bank of the Republic of Türkiye (CBRT) – payment systems, reserves, and licenses
- Financial Crimes Investigation Board (MASAK) – anti-money laundering compliance
- Personal Data Protection Authority (KVKK) – data privacy obligations
2. Establishment Permit Phase
The first formal step is obtaining an establishment permit from the BDDK.
2.1 General Requirements (Applicable to All Investors)
- Legal Form:
- The bank must be incorporated as a joint stock company (anonim şirket) under Turkish law.
- Minimum Paid-in Capital:
- At least TRY 1 billion, fully paid in cash and free from any collusion.
- Founding Shareholder Qualifications:
- Founders must have a reputable business background, a clean legal record, and adequate financial strength.
- Feasibility Study & Business Plan:
- Must include intended business activities, target markets, capital structure, corporate governance, and operational strategy.
- Qualified Management Team:
- Board members and senior executives must meet professional competence requirements, including banking sector experience.
2.2 Additional Requirements for Foreign Investors
- Reciprocity Principle:
Turkish law applies the principle of reciprocity, meaning foreign investors can establish a bank in Turkey only if Turkish investors are allowed to establish banks in the investor’s home country. - Regulatory Approval from Home Country:
A “no objection” or equivalent letter from the investor’s home-country banking regulator confirming financial and operational fitness. - Due Diligence Review:
Verification that the foreign founder has not been convicted of crimes such as money laundering, terrorism financing, or financial fraud. - Financial Capacity Proof:
Audited financial statements, credit ratings, and proof of available capital.
3. Operating License Phase
After obtaining the establishment permit, the bank must secure an operating license from the BDDK before commencing activities.
Key Requirements:
- BDDK-approved articles of association
- Established headquarters and/or branch premises
- Fully functional IT, cybersecurity, and backup infrastructure
- Internal control, risk management, and internal audit units operational
- Adequate and qualified banking staff employed
- Registration with the CBRT and compliance with reserve requirements
4. Alternative Path: Acquiring Shares in an Existing Bank
Foreign investors may choose to acquire a controlling share in an existing Turkish bank instead of establishing a new one.
- Any acquisition of 10%, 20%, 33%, or 50% or more of the bank’s shares requires BDDK approval.
- In certain cases, Turkish Competition Authority clearance is also necessary.
5. Timeline for Foreign Investors (Estimated)
- Preparation & Document Collection – 6–9 months
- Establishment Permit Application & BDDK Review – 9–12 months
- Pre-Operational Setup & Operating License Application – 6–9 months
Total Estimated Duration: Approximately 2–2.5 years
6. Strategic Considerations for Foreign Investors
- Partner with a reputable local entity to navigate administrative processes more efficiently
- Engage experienced legal and financial advisors from the start
- Include Basel III and FATF compliance documents in the application package
- Develop an AML/CFT (Anti-Money Laundering / Counter Financing of Terrorism) compliance framework before launch
- Plan data privacy compliance under both KVKK and international standards
Conclusion
Setting up a bank in Turkey as a foreign investor involves detailed regulatory scrutiny, multi-agency coordination, and adherence to both domestic and international compliance standards.
While the process is rigorous and can take several years, Turkey’s strategic location, strong banking supervision system, and growing financial sector offer significant opportunities for well-prepared investors.
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