Recent Developments
With its decision dated December 30, 2025 and numbered 68/2461, published in the Capital Markets Board Bulletin dated December 31, 2025 and numbered 2025/68 (the “Decision”), the Capital Markets Board (the “CMB”) amended the financial criteria (specifically the monetary thresholds) that companies must meet in order to go public. The re-evaluated thresholds tighten the conditions for initial public offerings.
What Do the Changes Mean?
Pursuant to the Decision:
- The paid-in capital of the companies that will adopt the registered capital system (kayıtlı sermaye sistemi) cannot be lower than TRY 200,000,000. This minimum threshold was previously TRY 150,000,000.
- The companies will need to meet the following criteria in order to go public:
- The total assets must not be lower than TRY 2,400,000,000 (this threshold was TRY 1,500,000,000 for 2023 year-end financial statements) and the net sales revenue must not be lower than TRY 1,200,000,000 (this threshold was TRY 750,000,000 for 2023 year-end financial statements), pursuant to the 2024 year-end financial statements (prepared and audited in accordance with the CMB regulations);
- The total assets must not be lower than TRY 3,600,000,000 (this threshold was TRY 2,400,000,000 for 2024 year-end financial statements) and the net sales revenue must not be lower than TRY 1,800,000,000 (this threshold was TRY 1,200,000,000 for 2024 year-end financial statements), pursuant to the 2025 year-end financial statements (prepared and audited in accordance with the CMB regulations).
- Pursuant to the decision numbered i-SPK 128.22 (dated March 28, 2024 and numbered 18/505 p.k), published in the Capital Markets Board Bulletin dated March 28, 2024 and numbered 2024/17, these thresholds will be applied as follows for certain companies operating in the energy, chemical, agriculture and defense industry, and companies producing solutions based on advanced technology:
- The total assets must not be lower than TRY 1,200,000,000 (this threshold was TRY 450,000,000 for 2023 year-end financial statements) and the net sales revenue must not be lower than TRY 600,000,000 (this threshold was TRY 270,000,000 for 2023 year-end financial statements), pursuant to the 2024 year-end financial statements.
- The total assets must not be lower than TRY 1,800,000,000 (this threshold was TRY 1,200,000,000 for 2024 year-end financial statements) and the net sales revenue must not be lower than TRY 900,000,000 (this threshold was TRY 600,000,000 for 2024 year-end financial statements), pursuant to the 2025 year-end financial statements.
- If the market value of the shares to be offered to the public is less than TRY 950,000,000 (excluding over-allotment), the issuer will need to make available for sale additional shares corresponding to 25% of the nominal value of the offered shares to be sold to the public, by fully restricting the pre-emption rights of the existing shareholders.
- The intermediary institutions will need to underwrite the following shares:
- All of the unsold shares, if the market value of the offered shares is less than TRY 750,000,000 (excluding over-allotment);
- All of the unsold shares up to TRY 750,000,000 and half of the remaining unsold shares if the market value of the offered shares ranges between TRY 750,000,000 and TRY 1,500,000,000 (excluding over-allotment).
For applications to be made in 2026, these figures will be based on the amounts to be calculated in accordance with the purchasing power as of December 31, 2024 for the financial statements of 2024, and December 31, 2025 for the financial statements of 2025. Issuer preparing financial statements pursuant to a special accounting period will apply this rule mutatis mutandis.
Conclusion
With the re-evaluation of monetary thresholds by the CMB, the conditions for initial public offerings have become tighter.
