Crowdfunding enables technology and production ventures in Türkiye to raise funds from the public through the capital markets, operating at the intersection of public-law securities regulation and private contract law. Rather than a single bilateral arrangement, a crowdfunding campaign establishes a triangular structure of linked contracts connecting the licensed platform, the entrepreneur or venture company, and investors.

Separate statutory exemptions and private-law relationships

Crowdfunding platforms require CMB permission for establishment and operation (Capital Markets Law No. 6362 [CML], Art. 35/A(1)–(2)). Crowdfunding and related transactions fall outside investment and ancillary services under Articles 37–38 and the stock-exchange and market-operator provisions (Art. 35/A(4)); debt crowdfunding is excluded from banking legislation under Art. 35/A(1). The exclusions from the public-company and issuer definitions (Art. 3(1)(e), (h)), the prospectus or issue-document exemption (Art. 4(1)), the 500-shareholder rule (Art. 16(1)), and the non-application of investor-compensation provisions (Art. 3(1)(z)) are distinct rules. They do not remove all capital-markets obligations. Private-law relationships among platforms, fundraising parties and investors remain subject to general provisions (Art. 35/A(5)).

Application, written campaign agreement and acquisition of investor rights

Both entrepreneurs and venture companies may apply in either model (Communiqué III-35/A.2, Arts. 4(1)(g), 11(2), 17(1), 20(1)). The entrepreneur definition includes resident natural persons and legal persons constituted as limited liability or joint-stock companies. Application, successful fundraising, company formation or conversion, and issuance are separate stages. Equity proceeds are transferred against new shares after the required joint-stock formation or conversion (Arts. 16(1), 17(7)). Debt campaigns by entrepreneurs also provide for subsequent joint-stock formation; limited liability venture companies complete conversion under Art. 20(7). Investor funding requests and payments occur during the campaign and are subject to the 48-hour withdrawal rules (Arts. 17(4), 20(4)); acquisition through dematerialised issuance is a later step (Art. 27). Article 11(2) and Annex 4 govern the written campaign agreement; Article 14 and Annex 3 govern investor membership.

Information-form approval, signatures and joint and several liability

Investment committee approval, publication and signature of the information form are separate acts (Communiqué Art. 11(7)–(10)). Article 11(10) requires signatures by the natural-person entrepreneur, authorised representatives of the legal-person entrepreneur or venture company, and investment committee members. CML Art. 35/A(6) establishes joint and several liability of natural and legal persons signing the form for damage caused by inaccurate, misleading or incomplete information. An approval vote must not be equated with signing or representative capacity: actual signatures and the persons represented must be established. Joint and several liability does not by itself establish liability without fault. Product status, material contracts, financial information and use of proceeds require documentation; damage, causation and other liability conditions require separate assessment.

Pre-emptive rights and the special voting rules for dematerialised funded companies

Equity proceeds are transferred against newly issued shares, not sales of existing shares (Communiqué Art. 16(1)). Exercise, assignment or non-exercise of existing pre-emptive rights differs from formal restriction. Under the general TCC Art. 461(2) regime, a general assembly restriction requires justified grounds and affirmative votes representing at least 60% of share capital; this is a voting threshold, not an attendance quorum. Rules other than that threshold also apply to board decisions under registered capital, and the explanatory and premium-calculation report must be registered and published. For funded companies with dematerialised shares, CML Art. 35/A(2) and Communiqué Art. 25(5) require separate attention: subject to stricter articles, two thirds of the participating voting shares must approve without an attendance quorum, or a majority of participating voting shares suffices where at least half the voting capital is present. The general 60% threshold therefore cannot be applied to every crowdfunding transaction.

Different oversight of proceeds in equity and debt models

For equity campaigns, a CMB-listed independent audit firm prepares a special-purpose independent audit report on the use of proceeds (Communiqué Art. 21(4)–(6)). For debt campaigns, the investment committee prepares the audit report (Art. 22(4)–(6)). The reporting actors are different. Publication of reports and the funded company board’s responsibility follow the provisions applicable to each model (Arts. 21(5), (7), 22(5), (7)). No fixed monetary reporting threshold is reproduced here because annual revaluation and CMB decisions must be checked separately.

Longer working paper

The Triangular Contractual Structure and Information-Form Liability in Equity- and Debt-Based Crowdfunding Under Turkish Law (working paper, 2026, DOI 10.5281/zenodo.23895973)

Official sources and references

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