Introduction: Can Real-World Assets Be Tokenized in Turkey?

Real-world asset tokenization, usually abbreviated as RWA tokenization, is one of the most significant emerging applications of blockchain and distributed ledger technology.

The concept is commercially straightforward.

A physical or legally recognised asset exists outside the blockchain.

Examples include:

• real estate;
• company shares;
• bonds;
• receivables;
• commodities;
• precious metals;
• investment funds;
• revenue rights.

A digital token is then created to represent some economic or legal interest connected to that asset.

The commercial proposition can be attractive.

A TRY 500 million commercial building, for example, could theoretically be represented by millions of digital tokens, allowing investors to purchase smaller economic interests.

Likewise, a company may want to issue blockchain-based instruments representing:

• shares;
• debt;
• revenue participation;
• asset-backed investment rights.

However, Turkish law does not apply a single legal rule to every “RWA token.”

The decisive question is:

What legal right does the token actually give its holder?

A token can be technologically identical to another blockchain token while being legally completely different.

One token may merely be evidence of access to a platform.

Another may provide a contractual claim against an issuer.

Another may represent a capital-market instrument.

Another may purport to represent ownership in real estate.

Another may be designed to track the economic value of gold.

Therefore, the word “token” does not determine the legal classification.

The legal rights represented by the token determine the regulatory framework.

Türkiye’s regulatory framework changed fundamentally with Law No. 7518, published on 2 July 2024, which amended Capital Markets Law No. 6362 and brought crypto asset service providers under the regulatory and supervisory authority of the Capital Markets Board of Türkiye (“CMB” or “SPK”).

That framework was substantially completed through two major Communiqués published on 13 March 2025:

• Communiqué No. III-35/B.1 on the Establishment and Operating Principles of Crypto Asset Service Providers;
• Communiqué No. III-35/B.2 on the Operating Principles and Capital Adequacy of Crypto Asset Service Providers.

The SPK has now also established a dedicated Financial Technologies Department, one of whose expressly stated responsibilities is examining applications concerning capital market instruments issued as crypto assets.

This is particularly important for real-world asset tokenization.

It shows that Turkish law now expressly anticipates the possibility that a traditional capital-market instrument may be issued using crypto or distributed-ledger architecture.

However:

Tokenizing an asset does not remove the traditional legal rules governing that asset.

A real estate token does not automatically replace the land registry.

A share token does not automatically replace Turkish corporate-law ownership records.

A debt token may still constitute a regulated capital-market instrument.

A platform facilitating trading in tokenized assets may require SPK authorisation.

This article explains the principal legal issues affecting real-world asset tokenization in Turkey as of July 2026.

1. What Is Real-World Asset Tokenization?

RWA tokenization generally means creating a blockchain-based digital unit connected to a real-world asset or legal right.

A simplified structure may be:

Real Asset → Legal Structure → Token → Investor

For example:

A company owns a commercial property.

Instead of selling the building directly, it establishes a legal structure that gives investors economic rights linked to that property.

Those rights are represented through digital tokens.

The investor purchases a token and receives whatever contractual, corporate or financial rights the token legally represents.

The crucial issue is therefore that the token is not necessarily the underlying asset itself.

It may instead represent:

• ownership;
• a share;
• a debt claim;
• a contractual entitlement;
• a participation right;
• another economic interest.

2. RWA Tokenization Is Not a Single Legal Category

As of July 2026, Turkish regulation should not be understood as establishing one universal “RWA Token Licence.”

The current SPK regulatory system contains:

• conventional securities and capital-market instrument rules;
• crypto-asset service provider rules;
• rules concerning platforms and custody;
• asset-specific legal regimes.

The SPK’s current legislation system separately lists the 2025 crypto Communiqués alongside existing regulations governing shares, capital-market instrument sales, registered securities, real estate investment funds and other capital-market products.

Accordingly, tokenization normally requires at least two analyses:

Asset-Law Analysis

What traditional legal right is represented?

Crypto/Securities Analysis

How is that right digitally issued, transferred, traded or held?

A project that addresses only the second question is incomplete.

3. Turkey Now Expressly Recognises the Concept of Tokenized Capital-Market Instruments

One of the strongest signs of the direction of Turkish regulation is the mandate of the SPK’s Financial Technologies Department.

The SPK expressly states that the Department is responsible for examining and determining applications concerning:

capital-market instruments issued as crypto assets.

It also examines applications concerning crypto assets created through distributed ledger or similar technology whose value cannot be separated from that technological infrastructure.

This creates an important legal distinction.

A crypto asset can potentially be:

Native Crypto Asset

Its value primarily arises from the blockchain-based ecosystem itself.

or

Tokenized Capital-Market Instrument

The token digitally represents an instrument that is already recognised within capital-markets law.

RWA projects often fall closer to the second category.

4. Technology Does Not Remove Securities Regulation

Suppose Company A wishes to raise TRY 100 million from investors.

It creates one million tokens.

Each token gives the investor:

• a right to receive distributions from the company’s profits;
• voting rights;
• participation in liquidation proceeds.

Calling those units “RWA tokens” does not necessarily remove them from securities or corporate-law analysis.

Economically, they may resemble shares.

Likewise, suppose the investor pays TRY 10,000 today and the issuer promises:

• TRY 10,000 principal repayment;
• plus a fixed annual return.

That token may resemble a debt instrument.

The regulatory principle should therefore be:

Blockchain changes the technology of representation; it does not automatically change the legal substance of the investment.

5. Tokenized Shares in Turkish Companies

Company-share tokenization is one of the most obvious RWA applications.

A startup may want to represent each company share through a blockchain token.

However, Turkish corporate law already determines:

• how shares exist;
• how ownership is recognised;
• how transfers occur;
• how shareholder rights are exercised.

For example, the Turkish Commercial Code regulates transfer of registered shares and associated shareholder rights, while publicly traded/book-entry securities operate through the Central Registry Agency (“MKK”) infrastructure.

A token therefore should not be assumed to replace legally required shareholder records automatically.

The project must determine whether the token:

1. is itself intended to constitute the legally recognised share, or
2. merely represents a contractual/economic right connected with an underlying share.

That distinction changes the legal structure dramatically.

6. Tokenizing a Share Does Not Automatically Create Shareholder Status

Consider:

Company X has 1,000 legally issued shares.

A technology company creates one million blockchain tokens said to represent those shares.

Investor A purchases 100,000 tokens.

Does Investor A automatically become a shareholder of Company X?

Not necessarily.

The answer depends on whether Turkish corporate and capital-markets rules legally recognise the relevant transaction as transferring or issuing shares.

A blockchain ledger cannot simply override mandatory rules concerning:

• issuance;
• share ownership;
• shareholder registration;
• MKK records where applicable.

The token documentation must therefore match the legally recognised ownership structure.

7. Tokenized Bonds and Debt Instruments

Debt tokenization may have an even clearer capital-markets character.

For example:

Investor pays TRY 100,000.

Issuer promises:

• repayment after two years;
• 20% annual return.

The blockchain token records the investor’s claim.

The fact that the debt claim exists on blockchain does not automatically make the instrument an ordinary utility token.

Where the economic structure constitutes a capital-market debt instrument, issuance rules under the Capital Markets Law and relevant SPK regulations may apply.

The SPK’s existing legislative framework separately regulates:

• bonds and other debt instruments;
• sales of capital-market instruments;
• asset-backed and covered securities.

The SPK’s 2025 Annual Report confirms that Turkish companies continued to raise very substantial financing through regulated debt instruments, lease certificates and asset-backed securities.

Tokenization should therefore be treated as a potential new issuance technology, not a shortcut around the existing issuance framework.

8. Tokenized Real Estate in Turkey

Real estate is probably the asset most commonly associated with RWA tokenization.

A platform may advertise:

“Own 0.01% of an Istanbul apartment with one token.”

This statement requires extremely careful legal analysis.

Under Turkish property law, the general rule is that ownership of real property is acquired through registration in the land registry (tapu sicili), subject to limited statutory exceptions. The Land Registry and Cadastre authority describes registration as the constitutive element for ordinary acquisition of real estate ownership.

Therefore:

Possession of a blockchain token does not, by itself, replace Turkish land-registry registration.

A token saying “you own 1% of this property” may not create legal co-ownership of the land unless the mandatory property-law requirements are independently satisfied.

9. Real Estate Tokenization Usually Needs a Legal Wrapper

Because direct land ownership cannot simply be transferred by blockchain entries, a Turkish RWA structure may need an intermediary legal vehicle.

Possible concepts requiring individual legal analysis include:

Company Structure

A company owns the property.

Investors obtain legally valid interests in the company.

Real Estate Investment Fund Structure

A regulated real estate investment fund owns qualifying real estate assets and investors hold fund participation units.

Real Estate Investment Company

A regulated real estate investment company owns real estate and investors hold shares.

Contractual Participation Structure

Investors receive contractual economic rights connected to property income rather than direct title.

Each structure has different:

• corporate;
• securities;
• tax;
• regulatory consequences.

The blockchain token should accurately reflect the underlying legal rights.

10. A Tokenized Property Interest and a Tapu Share Are Not Automatically the Same Thing

This distinction should be made explicit in investor communications.

Consider:

Building value: TRY 100 million.

Platform issues: 100 million tokens.

Price: TRY 1 per token.

Buying 1 million tokens does not automatically mean the purchaser owns a 1% registered share in the property.

It may instead mean the purchaser has:

• 1% economic interest in an SPV;
• contractual participation in rental income;
• a security or investment right;
• some other entitlement.

The information document should state precisely what the investor owns.

Misleading use of the expression “property ownership” can create significant investor-protection risk.

11. Tokenized Rental Income

Another model may tokenise only cash flow rather than property ownership.

For example:

Property remains owned by Company A.

Token holders receive 80% of rental income for five years.

This may avoid any claim that token holders directly own the land.

However, it creates another issue:

What type of investment contract has been issued to the public?

Where investors contribute money expecting returns based on an asset or business managed by another party, capital-markets analysis becomes particularly important.

The contractual wrapper cannot be ignored simply because direct land title is not being tokenized.

12. Tokenized Real Estate May Compete With Existing Regulated Products

Türkiye already has regulated financial products designed to provide investors exposure to real estate.

The SPK regulatory system includes:

• real estate investment funds;
• real estate investment companies;
• real estate certificates.

The SPK’s current legislation database continues to contain specific regulations for these structures, and its 2025 activity data records significant domestic real estate certificate issuance.

Therefore, a tokenized property project should consider whether the commercial objective can or must be structured through an existing capital-market product rather than inventing an unregulated parallel investment product.

13. Tokenized Receivables

Receivables represent another important RWA category.

A company may have:

• trade invoices;
• lease receivables;
• loan receivables;
• other contractual claims.

The company may wish to create tokens that represent economic participation in those receivables.

Again, the token does not determine the law.

The legal analysis should identify:

• whether the underlying receivable is valid;
• whether it has been assigned;
• whether investor ownership exists;
• whether the structure constitutes a security;
• whether factoring or securitisation rules apply.

An RWA platform cannot simply state:

“Each token is backed by invoices”

without determining who legally owns those invoices.

14. Asset-Backed Securities Already Exist Under Turkish Capital-Markets Law

Turkish law already permits regulated asset-backed financing.

The SPK reported that TRY 83.7 billion of domestic asset-backed securities were issued in 2025.

This demonstrates an important point.

The economic idea behind RWA tokenization—turning cash-flow generating assets into investable financial instruments—is not entirely new.

What is new is the blockchain-based representation and transfer technology.

A tokenized receivable product should therefore examine whether:

• asset-backed security rules;
• covered security rules;
• fund structures;
• other existing securitisation rules

provide the correct legal framework.

15. Tokenized Commodities and Precious Metals

Commodities such as:

• gold;
• silver;
• agricultural products;
• energy products

can theoretically be tokenized.

For example:

One token = economic claim corresponding to one gram of gold.

However, legal analysis should determine:

• who owns the physical gold;
• where it is stored;
• whether investors own the commodity or only have a contractual claim;
• how redemption works;
• what happens if the issuer becomes insolvent.

If the token holder can demand delivery of gold, the legal structure differs from a token that merely tracks gold prices.

Again:

Economic exposure is not identical to legal ownership.

16. Proof of Reserve Becomes Critical for RWA Projects

Real-world asset tokens create a special problem.

The blockchain can verify the number of tokens.

It cannot automatically verify that the real-world asset exists.

For example, blockchain may establish conclusively that:

10 million tokens exist.

But it does not prove that:

• the corresponding building is still owned by the issuer;
• the gold remains in the vault;
• the receivables remain collectible.

Therefore, RWA models require strong off-chain verification.

This may include:

• independent audit;
• valuation;
• custody confirmation;
• asset registry verification;
• proof of reserve.

The Turkish crypto regulatory framework already places substantial emphasis on independent audit and reserve-proof mechanisms for crypto asset service providers.

For RWA tokenization, similar verification principles become commercially essential even where the precise legal requirements depend on the asset structure.

17. Crypto Asset Service Provider Regulation

The 2024 reform brought crypto asset service providers within the Capital Markets Law.

The SPK explained that activities such as:

• crypto asset trading;
• exchange;
• transfer;
• custody;
• management of private keys

when conducted professionally or commercially fall within the regulated framework.

Therefore, an RWA project should analyse not only the token issuer but also:

• the marketplace where tokens trade;
• custody;
• transfer;
• wallet infrastructure.

A compliant issuance does not automatically make every secondary trading venue lawful.

18. The 2025 Crypto Communiqués

The 13 March 2025 reforms created the central secondary regulatory framework.

Communiqué III-35/B.1 regulates matters including:

• establishment;
• operating permission;
• founders and shareholders;
• governance;
• internal controls;
• risk management;
• information systems;
• documentation;
• independent audit.

Communiqué III-35/B.2 regulates:

• permitted crypto services;
• trading environments;
• custody;
• transfers;
• listing;
• capital adequacy.

An RWA marketplace should therefore determine whether it qualifies as a regulated crypto asset platform under these provisions.

19. Establishment and Operating Permission Are Separate

The SPK’s current application framework distinguishes between:

• establishment permission;
• operating permission.

Applications for new crypto platforms and custody providers must follow the prescribed III-35/B.1 process and submit current SPK forms and supporting documents.

This is important for RWA startups.

Establishing a company with the words:

“Token Exchange”

or

“Digital Asset Platform”

does not itself authorise regulated crypto activities.

20. Being on the SPK Temporary List Is Not the Same as Having a Licence

This distinction is particularly important in 2026.

The SPK currently publishes a “Faaliyette Bulunanlar Listesi” for transitional crypto providers.

However, the SPK expressly warns that inclusion on this list does not mean the entity has been authorised under the applicable legislation.

Therefore, an RWA project selecting:

• exchange;
• custody provider;
• technology partner

should not rely solely on appearance on the transitional list.

Its exact regulatory and application status should be investigated.

21. SPK Is Actively Building a Tokenized Capital Markets Framework

The creation of the Financial Technologies Department is highly significant for RWA projects.

Its responsibilities expressly include:

• examining crypto asset sale/distribution applications;
• examining issuance of capital-market instruments as crypto assets;
• licensing and supervising crypto asset service providers;
• developing innovative financial instruments.

This indicates that Turkish regulation is moving toward deeper integration between:

traditional securities law

and

distributed ledger technology.

For founders, this is more important than attempting to label an RWA token as “outside securities law.”

The more sustainable strategy is generally to identify the correct regulated instrument and build blockchain infrastructure around it.

22. RWA Token Issuance and Public Offering Risk

A company issuing tokens to a broad group of investors should analyse whether the transaction constitutes:

• a capital-market instrument issuance;
• public offering;
• another regulated investment offering.

The SPK’s current system continues to contain dedicated rules covering:

• prospectuses;
• issuance documents;
• sales of capital-market instruments;
• shares;
• debt instruments.

A company should therefore not assume that selling a security through blockchain rather than conventional brokerage eliminates disclosure requirements.

A token sale can still raise securities-law questions.

23. “Utility Token” Labels Are Not Conclusive

One common strategy internationally is to describe an investment token as a:

utility token.

But labels are not decisive.

Suppose the token is marketed as:

“Buy today and receive a proportional share of the rental profits from our shopping mall.”

The fact that the white paper calls it a “utility token” does not change the investor’s economic entitlement.

Turkish legal analysis should examine:

• rights;
• payment flows;
• issuer obligations;
• investor expectations.

The same applies to terms such as:

• membership token;
• digital certificate;
• NFT;
• participation token.

Substance matters more than branding.

24. NFTs Can Also Contain Regulated Rights

A token can technically be non-fungible.

That does not automatically make it legally unregulated.

An NFT representing:

• digital art

may have a different legal profile from an NFT representing:

• a revenue-producing property;
• corporate ownership;
• bond repayment rights.

The technology standard does not determine whether the underlying right constitutes a regulated financial instrument.

Therefore:

“NFT” is a technical description, not a universal securities-law exemption.

25. Smart Contracts Cannot Override Mandatory Law

RWA platforms frequently use smart contracts for:

• token issuance;
• transfers;
• revenue distributions;
• redemptions.

Smart contracts can automate contractual performance.

They do not disapply Turkish mandatory law.

Suppose a smart contract automatically transfers a token representing company shares.

If Turkish corporate law requires additional formalities for the legally relevant share transfer, execution on-chain may not by itself complete those formalities.

Likewise, a smart contract cannot override:

• investor-protection law;
• property registration;
• sanctions;
• court orders.

The legal agreement and smart contract should therefore be designed together.

26. Token Transfer Restrictions Should Be Coded Into the System

One advantage of blockchain-based securities is programmability.

A regulated token may potentially be designed so it cannot transfer to:

• unverified wallets;
• sanctioned persons;
• ineligible investors.

This can help enforce:

• KYC;
• investor eligibility;
• transfer restrictions;
• lock-up periods.

However, technical restrictions should implement the legal framework rather than invent a substitute for it.

The relevant regulator, issuer and platform must still maintain appropriate records and controls.

27. Custody Is More Complex for RWA Tokens

RWA custody involves at least two levels.

Digital Custody

Who controls:

• wallet;
• private key;
• token?

Real-World Asset Custody/Ownership

Who controls:

• property;
• gold;
• receivable;
• company share?

A robust structure must protect both.

A perfectly secure crypto wallet is of little value if the real-world asset backing the token has been sold or pledged without investor protection.

The 2025 crypto regime imposes detailed custody and operational requirements on regulated crypto providers.

RWA structures must add asset-specific safeguards on top.

28. Valuation Is Critical

Unlike many native crypto assets, RWAs generally have a theoretically measurable underlying value.

That creates an expectation that investors receive reliable valuation information.

For real estate, relevant factors can include:

• appraisal;
• rental income;
• occupancy;
• mortgage obligations.

For receivables:

• debtor credit risk;
• maturity;
• default history.

For commodities:

• quantity;
• quality;
• custody.

Where capital-markets valuation rules apply, appropriately authorised valuation organisations may be required.

The SPK’s current framework maintains dedicated regulations and lists of authorised valuation organisations.

29. Tokenization Does Not Automatically Create Liquidity

One of the strongest marketing claims for tokenization is:

“Illiquid assets become instantly liquid.”

Technology can certainly make transfers easier.

But legal liquidity depends on:

• eligible buyers;
• regulatory permission;
• exchange/platform availability;
• transfer restrictions;
• market demand.

A tokenized building does not automatically become as liquid as a listed share.

An investor-protection document should therefore avoid guaranteeing liquidity unless a legally and operationally credible secondary market exists.

30. Secondary Trading Can Trigger Platform Regulation

If RWA tokens can be bought and sold after issuance, the secondary market becomes a major regulatory issue.

The SPK has confirmed that environments professionally conducting:

• crypto asset trading;
• exchange;
• transfer

fall within the crypto regulatory perimeter.

Therefore, a company should not structure:

1. token issuance;
2. internal matching engine;
3. continuous secondary trading;

and assume it remains merely a software issuer.

The trading venue itself may require SPK authorisation.

31. Listing an RWA Token Requires Regulatory Due Diligence

III-35/B.2 specifically regulates the listing of crypto assets on platforms.

RWA listing should therefore involve due diligence concerning both:

Token-Level Risk

• smart contract;
• supply;
• technology;
• issuer.

Underlying Asset Risk

• asset existence;
• ownership;
• encumbrances;
• valuation;
• revenue.

A platform listing tokenized real estate without verifying whether the issuer actually owns the building would expose investors to obvious risk.

32. RWA Tokenization and Crypto Payments Are Different Issues

An RWA token may be a crypto asset for capital-markets purposes.

That does not mean it can freely be used as money.

The CBRT’s Regulation on the Non-Use of Crypto Assets in Payments prohibits direct or indirect use of crypto assets in payments and restricts business models by payment and electronic money institutions involving crypto assets in payment services.

Therefore:

investment token ≠ legal payment instrument.

An RWA token representing gold or property cannot simply be integrated into a merchant checkout as a substitute for Turkish lira without separate payment-law analysis.

33. Stable Value Does Not Eliminate the Payment Restriction

A token may have stable underlying value.

For example:

• one token represents one gram of gold;
• one token represents TRY 1 of receivables.

That does not automatically make it usable for payment.

The CBRT regulation is based on the legal concept of crypto assets rather than merely volatility.

Accordingly, an RWA project should separate:

investment/redemption use

from

payment use.

34. AML/KYC Requirements

RWA tokenization can attract significant financial crime risks.

High-value tokenized assets may be used to move economic value quickly across wallets.

A compliant platform should therefore consider:

• customer identification;
• beneficial ownership;
• sanctions screening;
• transaction monitoring;
• suspicious transaction reporting.

Crypto asset service providers have been brought into a much more structured Turkish regulatory environment since the 2024 legislative reforms and 2025 secondary regulations.

The fact that an RWA is backed by a real asset does not reduce AML concerns.

35. Beneficial Ownership Is Especially Important for SPVs

Many tokenized assets will be held through special purpose companies.

For example:

Property → SPV AŞ → Token Investors

The platform should understand:

• shareholders of the SPV;
• directors;
• ultimate beneficial owners;
• related parties.

Otherwise, an apparently transparent blockchain structure may conceal an opaque corporate structure off-chain.

Transparency must operate on both levels.

36. KVKK and Blockchain Immutability

RWA platforms also process personal data.

This can include:

• investor identity;
• wallet address;
• transaction history;
• ownership records;
• KYC files.

Blockchain architecture creates a particular data-protection challenge because information stored on immutable ledgers can be difficult to modify or delete.

Accordingly, platforms should carefully distinguish between:

data that must genuinely be placed on-chain

and

personal information that can remain off-chain with a cryptographic reference.

The technology architecture should be designed around KVKK compliance from the beginning.

37. Do Not Put Full KYC Documents on a Public Blockchain

There is generally little commercial justification for storing:

• passport copies;
• national identification information;
• home addresses;
• bank information

directly on a public blockchain.

A more prudent architecture can use:

• off-chain secure storage;
• anonymised identifiers;
• cryptographic hashes;
• permissioned access.

This reduces privacy risk while preserving verification capability.

38. Token Holder Rights Must Be Legally Enforceable

An RWA token should answer one basic question:

What can the investor legally enforce in court?

For example, does the token holder have:

• property ownership?
• shares?
• a debt claim?
• contractual revenue rights?
• redemption rights?

If the answer is unclear, the token may have technological value but weak legal value.

A professionally structured RWA project should therefore prepare legal documentation defining:

• issuer obligations;
• token holder rights;
• underlying assets;
• default;
• enforcement.

The smart contract should reflect those documents.

39. Insolvency Risk Must Be Addressed

Consider:

Issuer owns TRY 100 million of gold.

It issues TRY 100 million of gold-backed tokens.

Issuer later becomes insolvent.

Are token holders:

Asset Owners?

or

Unsecured Creditors?

This distinction can determine whether investors recover the gold or merely file claims in insolvency proceedings.

RWA tokenization should therefore analyse:

• segregation;
• security interests;
• custody;
• bankruptcy remoteness.

“Backed by an asset” is not a sufficient legal explanation.

40. Encumbrances Must Be Disclosed

Real-world assets can be subject to:

• mortgage;
• pledge;
• attachment;
• existing debt;
• third-party rights.

A token may therefore represent an interest in an asset that is already heavily encumbered.

For example:

Building market value: TRY 100 million.

Mortgage debt: TRY 90 million.

Advertising the token as “backed by TRY 100 million real estate” can be seriously misleading without disclosing the mortgage.

RWA due diligence should therefore focus on net legal value, not merely headline asset value.

41. Tax Is Separate From Token Classification

Tokenization does not automatically change the underlying tax treatment.

Potential issues can include:

• corporate income tax;
• VAT;
• withholding tax;
• capital gains;
• transfer taxes;
• real estate-related taxes.

Tax classification can depend on:

• underlying asset;
• issuer;
• token holder;
• income type;
• transfer.

Therefore, RWA projects should obtain a separate Turkish tax analysis alongside securities/crypto advice.

42. Foreign RWA Platforms Targeting Turkey

A foreign platform may tokenize:

• European real estate;
• US private-company shares;
• gold held abroad.

If it markets those tokens to Turkish investors, Turkish regulatory issues can still arise.

The analysis should consider:

• Turkish capital-markets marketing rules;
• crypto service regulation;
• investor solicitation;
• custody;
• AML;
• data protection.

Holding the asset abroad does not automatically place the entire offering outside Turkish law.

43. Turkish Assets Tokenized Abroad

The opposite structure is also relevant.

For example:

Istanbul commercial property → offshore SPV → foreign tokens.

The offshore token does not eliminate Turkish law governing the underlying Turkish real estate.

If the property is transferred, mortgaged or otherwise disposed of, Turkish land-registry rules continue to apply.

The asset’s jurisdiction cannot be technologically exported simply by creating the token abroad.

44. RWA Platforms Should Avoid “Guaranteed Ownership” Marketing

Higher-risk expressions include:

• “own property instantly on blockchain”;
• “digital title deed”;
• “your token is legally the property”;
• “guaranteed fixed return.”

Such claims should only be used where the precise legal structure genuinely supports them.

The more accurate wording may be:

“The token represents specified contractual or financial rights linked to an underlying asset.”

Investor communications should explain those rights concretely rather than relying on blockchain terminology.

45. Tokenization and Real Estate Investment Funds

For certain real estate strategies, an existing regulated Real Estate Investment Fund (“GYF”) may offer a more established legal wrapper.

The SPK maintains a dedicated establishment process and regulatory regime for real estate investment funds.

A future tokenization architecture could therefore potentially focus on digitising legally recognised fund interests rather than attempting to replace property ownership directly.

Whether such tokenization is permissible requires specific SPK analysis.

But conceptually, it demonstrates the correct regulatory direction:

tokenize the legally recognised investment instrument, rather than pretend the blockchain token independently rewrites property law.

46. Tokenization and Existing Capital-Market Instruments

The same principle can apply to:

• shares;
• bonds;
• lease certificates;
• fund participation units;
• asset-backed securities.

The SPK’s Financial Technologies Department expressly has responsibility for reviewing the issuance of capital-market instruments as crypto assets.

Therefore, companies exploring RWA tokenization should consider a regulated instrument-first approach:

1. identify recognised legal instrument;
2. structure SPK-compliant issuance;
3. determine whether blockchain representation can be used.

This is likely to be more defensible than:

1. create token;
2. sell token;
3. determine its legal status later.

47. Tokenization Platform vs Token Issuer

Two separate entities may exist.

Token Issuer

Creates the investment instrument.

Platform

Provides:

• initial sale;
• trading;
• exchange;
• transfer.

The issuer’s compliance does not automatically cover the platform.

The 2024–2025 framework specifically regulates crypto platforms and custody providers.

Both sides of the structure must therefore be reviewed separately.

48. RWA Custody Provider

A custody provider may control:

• private keys;
• wallets;
• token transfer capability.

The SPK’s application framework separately recognises custody providers and requires dedicated regulatory applications.

RWA founders should therefore ask:

Who holds the private keys?

and separately:

Who holds the underlying real asset?

The same company need not perform both functions.

But responsibilities must be explicit.

49. Current Regulatory Transition in 2026

Türkiye’s crypto regulatory framework remains in a significant implementation phase.

The SPK continues processing establishment and operating applications under the 2025 Communiqués.

The SPK stated in its 2025 Annual Report that, at that point, operating-permission reviews were ongoing for 49 platforms and nine custody providers.

The current transitional public list also expressly warns that inclusion does not equal formal authorisation.

RWA projects should therefore verify regulatory status close to launch rather than relying on historic partner representations.

50. RWA Tokenization Due Diligence Checklist

Before issuing a real-world asset token in Türkiye, founders and investors should answer:

What Is the Underlying Asset?

Real estate, equity, debt, receivable or commodity?

What Legal Right Does the Token Represent?

Ownership, share, debt claim or contractual entitlement?

Is It a Capital-Market Instrument?

Obtain SPK analysis before distribution.

Does It Constitute a Crypto Asset?

Analyse the 2024–2025 framework.

Is SPK Approval Required for Issuance?

Particularly relevant where a capital-market instrument is represented as a crypto asset.

Who Is the Issuer?

Operating company, SPV, fund or another entity?

Does the Issuer Legally Own the Underlying Asset?

Verify title and encumbrances.

For Real Estate, Is Ownership Properly Registered?

Blockchain ownership does not replace the land registry.

For Company Shares, Are Corporate Records Correct?

Token records should match legally recognised ownership.

Who Holds the Asset?

Custody of the real-world asset should be documented.

Who Holds the Tokens?

Analyse crypto custody separately.

Can the Token Be Traded?

Secondary trading may trigger platform regulation.

Are Investor Restrictions Coded?

KYC and transfer controls should match legal requirements.

How Is the Asset Valued?

Use reliable and, where required, authorised valuation.

What Happens if the Issuer Fails?

Analyse insolvency and segregation.

Can Investors Redeem Tokens?

Specify redemption mechanics.

Are Crypto Assets Used for Payment?

The CBRT payment restriction remains relevant.

Are AML/KYC Systems Operational?

RWA backing does not eliminate financial crime risk.

Is Personal Data Stored On-Chain?

Apply privacy-by-design principles.

Frequently Asked Questions About RWA Tokenization in Turkey

Is real-world asset tokenization legal in Turkey?

There is no single general rule declaring all RWA tokenization either permitted or prohibited. Legal treatment depends on what the token represents and how it is issued, traded and held.

Does Turkey recognise tokenized securities?

The current SPK institutional framework expressly assigns its Financial Technologies Department responsibility for reviewing applications concerning capital-market instruments issued as crypto assets.

Who regulates RWA security tokens?

Where a token constitutes or represents a capital-market instrument or is traded through regulated crypto infrastructure, the SPK is a central regulator.

Is there a separate RWA token licence?

There is no universal licence with that name. The required permissions depend on the underlying instrument and the roles of issuer, platform and custodian.

Can real estate be tokenized in Turkey?

A blockchain structure can represent economic or contractual rights linked to property. However, direct ownership of Turkish real estate generally requires land-registry registration.

Does buying a property token automatically make the investor the registered property owner?

No. Token possession alone should not be assumed to replace the land registry.

Can shares in a Turkish company be tokenized?

A project may explore blockchain representation of share-related rights, but Turkish corporate and capital-markets requirements governing issuance, transfers and shareholder records remain relevant.

Can bonds be issued as tokens?

The SPK’s institutional structure expressly contemplates applications concerning issuance of capital-market instruments as crypto assets. A tokenized bond would therefore require capital-markets and crypto-law analysis rather than being treated merely as an ordinary utility token.

Can receivables be tokenized?

Potentially, but the structure must establish legal ownership/assignment of the receivables and consider securities, factoring and securitisation rules.

Can gold be tokenized?

A token may represent rights linked to gold, but the legal documentation must state whether investors actually own segregated gold or merely hold a contractual claim against an issuer.

Can RWA tokens be traded on a crypto exchange?

Trading, exchange, transfer and custody of crypto assets fall within the SPK’s regulated crypto framework when conducted professionally, and platform listing requirements apply.

Is every company on the SPK crypto list licensed?

No. The SPK expressly states that inclusion in the current transitional “Faaliyette Bulunanlar Listesi” does not mean the company has been formally authorised.

Can RWA tokens be used to purchase goods and services?

Turkish payment regulation restricts direct and indirect use of crypto assets in payments.

Does blockchain replace a traditional registry?

Not automatically. Mandatory registries such as the land registry and applicable corporate/securities registers continue to have legal significance.

Is an NFT automatically outside securities regulation?

No. Legal treatment depends on the rights represented by the NFT, not merely its technical non-fungible format.

Can foreign RWA platforms market tokens to Turkish investors?

Potentially applicable Turkish capital-markets, crypto, AML and investor-protection rules should be assessed before actively targeting Turkish residents.

Conclusion: How Should Real-World Asset Tokenization Be Structured in Turkey?

Real-world asset tokenization has significant potential in Türkiye.

It can theoretically allow assets such as:

• real estate;
• company shares;
• bonds;
• receivables;
• commodities

to become more divisible, programmable and technologically transferable.

But the central legal principle is:

Tokenization digitises a legal right. It does not automatically create that legal right.

This distinction is especially important for real estate.

Turkish property law generally requires registration in the land registry for acquisition of ownership.

Therefore, holding a blockchain token does not automatically mean holding registered title to Turkish property.

A real estate token should instead define precisely whether the investor receives:

• registered ownership;
• shares in a property-owning company;
• fund participation;
• contractual rights to rental income;
• another financial interest.

The same principle applies to tokenized company shares.

Corporate ownership is governed by Turkish company and capital-markets legislation.

The blockchain cannot simply create a second parallel shareholder system without reconciling that system with the legally recognised corporate records.

Debt and receivable tokenization likewise require analysis of the underlying claim.

A token promising repayment and financial return may economically resemble a debt instrument.

A token backed by receivables may interact with securitisation or factoring law.

A token backed by gold requires genuine legal rights over the underlying gold.

In each case, the correct question is:

“What can the token holder legally enforce?”

Türkiye’s post-2024 crypto reforms create a much clearer regulatory environment for answering the digital side of that question.

Law No. 7518 brought crypto asset service providers into the Capital Markets Law framework on 2 July 2024.

The two major SPK Communiqués issued on 13 March 2025 now regulate crypto platforms, custody providers, governance, capital adequacy, information systems, transfers and listing.

The creation of the SPK Financial Technologies Department is even more important for RWA development.

The Department is expressly responsible for examining:

sales and distributions of certain crypto assets,

and

applications for issuance of capital-market instruments as crypto assets.

This demonstrates that Turkish capital-markets regulation is no longer treating blockchain and traditional securities as entirely separate worlds.

The emerging direction is instead:

traditional legal instrument + distributed ledger infrastructure.

For founders, this suggests that the strongest RWA structures may be those that begin with a legally recognised asset or capital-market instrument and then analyse how that instrument can be represented or transferred digitally.

That approach is safer than designing a token first and asking later whether it represents:

• a share;
• a bond;
• real estate;
• a receivable.

The platform layer requires separate attention.

The SPK has made clear that professional crypto trading, exchange, transfer and custody activity falls within the regulated framework.

Therefore, even a correctly structured token issuer should not assume that it can create an unlicensed internal exchange for continuous secondary trading.

Issuance and trading are separate regulatory questions.

Custody presents the same dual structure.

The RWA project must secure both:

the blockchain asset

and

the underlying real-world asset.

A regulated custodian may safely control private keys.

But investors still need assurance that:

• the property remains owned;
• the gold remains in the vault;
• the receivable has not been transferred elsewhere.

That is why proof of reserve, independent audit and asset verification become particularly important in RWA projects.

The existing SPK crypto framework already demonstrates strong regulatory emphasis on custody, independent audit and reserve-proof systems.

Real-world asset tokenization adds another layer of off-chain verification.

Payment law must also remain separate from investment law.

Even where an RWA token is stable or backed by a tangible asset, the CBRT’s crypto payment restrictions remain relevant. The current rule continues to restrict direct and indirect use of crypto assets in payments.

A gold-backed token cannot therefore automatically become a Turkish payment currency.

Likewise, a real-estate token cannot simply be used as settlement for retail purchases because its value is connected to tangible property.

For foreign RWA projects, jurisdiction is equally important.

Tokenizing a Turkish building through an offshore SPV does not make Turkish land law disappear.

Marketing an offshore tokenized investment to Turkish residents can also trigger separate Turkish securities and crypto regulatory questions.

RWA structuring should therefore examine both:

the jurisdiction of the asset

and

the jurisdiction of the investor offering.

The recommended legal sequence for an RWA tokenization project in Türkiye is therefore:

identify underlying asset → determine legal owner → define token-holder right → classify capital-market implications → determine crypto-asset classification → obtain required SPK approvals → structure issuer/SPV → verify valuation and encumbrances → structure custody → prepare investor disclosure → implement AML/KYC → design transfer restrictions → establish secondary-market architecture → address KVKK → launch.

The first step should always be the legal right.

Not the blockchain.

Not the smart contract.

Not the token symbol.

The project should first be capable of answering:

“What does the investor legally own?”

Only after that question is answered should technology be used to represent that ownership or investment right.

This is the fundamental distinction between a legally sustainable real-world asset tokenization project in Turkey and a token that merely claims to be backed by something in the real world.

Legal Disclaimer: This publication provides general information concerning real-world asset tokenization, security tokens, tokenized real estate, tokenized securities and crypto regulation in Türkiye as of July 2026. It does not constitute legal, investment, financial, tax or regulatory advice. The legal classification of an RWA token depends on the underlying asset, investor rights, issuer, method of distribution, custody, secondary trading and technological structure. Each tokenization project should therefore be individually reviewed under Capital Markets Law No. 6362, Law No. 7518, applicable SPK Communiqués and decisions, Turkish property and corporate law, AML legislation, payment regulation, KVKK and applicable tax rules before issuance or marketing.