Sermaye Piyasası Kurulu (CMB/SPK)

Overview

The Capital Markets Board of Turkey (Sermaye Piyasası Kurulu - SPK/CMB) is the primary regulatory and supervisory authority in charge of Turkish securities and derivatives markets. The CMB was established by Capital Markets Law No. 2499 dated July 28, 1981, with formal creation in 1982 and commencement of operations following the Capital Markets Law 1981.

Current Chairman: İbrahim Ömer Gönül (serving since April 18, 2022)

Statutory Mission:

• Maintain safe, fair, transparent, and efficient capital markets

• Protect the rights and interests of investors

• Facilitate public participation in economic development

• Promote market integrity and stability

Basic Identity

Classification

Inclusion Justification

What This Entity Oversees

Capital Markets Board of Turkey

Regulated Entities and Markets:

The CMB regulates and supervises:

• Public companies

• Listed companies on securities exchanges

• Investment companies and funds

• Mutual funds

• Closed-end funds

• Pension funds

• Leverage transactions on foreign exchange and precious metals

• Istanbul Clearing, Settlement and Custody Bank Inc.

• Turkish Capital Markets Association

• Central Registry Agency

• Independent audit firms

• Rating agencies

• Appraisal firms

• Asset leasing companies

• Market operators

• Trade repositories

Investor Protection:

• Minimum capital adequacy requirements for market intermediaries

• Governance standards (board structure, independence)

• Conduct of business rules

• Conflict of interest management

• Investor compensation mechanisms

Borsa Istanbul (Stock Exchange)

Entity Status: Sole exchange entity of Turkey

Historical Development:

• Established: April 3, 2013 (as incorporated company)

• Operations commenced: April 5, 2013

• Consolidation: Merged Istanbul Stock Exchange, Istanbul Gold Exchange, and Derivatives Exchange of Turkey

Market Segments:

• Equities Market (BIST)

• Derivatives Market

• Precious Metals Market

• Debt Securities Market

Legal Framework:

• Established as private law legal entity

• Authorization by President of the Republic upon CMB assent

• Operates under CMB regulatory oversight

Regulatory Standards:

• Reliable, transparent, and effective trading environment

• Fair and competitive market conditions

• Price discovery mechanisms

• Market surveillance systems

Listed Companies:

• Approximately 500+ companies listed

• Market capitalization: Major regional bourse

• Sector representation: Banking, energy, industrials, technology, consumer

Fund Management

Regulated Fund Types:

Investment Funds:

• Mutual funds (YATIRIM FONLARI)

• Open-end funds

• Closed-end funds

• Pension funds (OFFs - Occupational Pension Funds)

Asset Management:

• Fund managers must be CMB-licensed

• Minimum capital requirements

• Independence requirements for fund administrators

• Custody arrangements with authorized custodians

Investor Safeguards:

• Separate accounting and custodial arrangements

• Prohibition on commingling of fund assets

• Detailed prospectus and disclosure requirements

• Performance reporting standards

Fund Distribution:

• Licensed distributors and intermediaries

• Know Your Customer (KYC) procedures

• Suitability assessments

• Conflict of interest disclosure

Crypto Asset Regulation

Law 7518 Framework (2024)

Enactment: July 2, 2024

Regulatory Authority: Capital Markets Board (CMB)

Key Innovation: First comprehensive legal framework for cryptocurrency assets in Turkey

Regulatory Scope:

Crypto Asset Service Providers (CASPs):

• Mandatory CMB authorization required

• Prohibited from unauthorized activities

• Only CMB-approved activities permitted

• Operating in Turkey requires registration

Service Provider Categories:

• Cryptocurrency exchanges

• Custody providers

• Trading platforms

• Investment advice services

• Asset management services

Capital Adequacy Requirements:

• Minimum paid-in capital established

• Asset segregation requirements

• Security and operational standards

• Cybersecurity controls

Secondary Regulations (March 2025):

CMB Communiqués III-35/B.1 and III-35/B.2 Published:

• Establishment requirements for CASPs

• Operational principles and governance

• Capital adequacy and liquidity standards

• Customer protection measures

• Reporting and transparency obligations

Key Provisions:

• Authorization from CMB mandatory for CASP operation

• Derivative transactions in crypto prohibited

• Initial Coin Offerings (ICOs):

• Permitted on authorized exchanges

• Smart contract review required

• Listing criteria compliance mandatory

Criminal Penalties:

• Unauthorized CASP operation: 3-5 years imprisonment

• Judicial fines for non-compliance

• Administrative sanctions

• License revocation

Market Conduct Standards:

• Anti-market manipulation rules

• Insider trading prohibitions

• Fair dealing requirements

• Transparent pricing mechanisms

Customer Protections:

• Know Your Customer (KYC) requirements

• Anti-Money Laundering (AML) compliance

• Deposit insurance considerations

• Dispute resolution mechanisms

AML/CFT Integration:

• Coordination with MASAK (Financial Crimes Investigation Board)

• Suspicious transaction reporting

• Transaction monitoring systems

• Enhanced due diligence procedures

Regulatory Standards:

Information Disclosure:

• Prospectuses for public offerings

• Financial statement transparency

• Continuous disclosure obligations

• Material event announcements

• Corporate governance disclosures

Market Conduct Rules:

• Prohibition on market manipulation

• Insider trading restrictions

• Front-running prevention

• Conflict of interest management

• Best execution obligations

Investor Safeguards:

• Compensation mechanisms for market failures

• Dispute resolution procedures

• Ombudsman services

• Complaint handling procedures

• Restitution mechanisms

Consumer Protection:

• Fair treatment standards

• Transparent pricing

• Suitability assessments for advice

• Record-keeping requirements

• Segregation of client assets

International Participation

Multilateral Memberships:

IOSCO (International Organization of Securities Commissions)

• Full member

• Signatory to IOSCO Multilateral Memorandum of Understanding (MMoU)

• Regular participation in IOSCO working groups

• Cooperation on cross-border enforcement

International Forums:

• World Federation of Exchanges (WFE)

• Federation of Euro-Asian Stock Exchanges (FEASE)

• International Association of Securities Commissions (IASCO)

• Regular participation in international regulatory coordination forums

Cross-Border Cooperation:

• Mutual Legal Assistance Agreements (MLAAs)

• Information sharing protocols

• Joint investigations with foreign regulators

• Coordination on listed foreign companies

Regulatory Alignment:

• EU Capital Market Directive (MiFID II) alignment where applicable

• IOSCO Principles compliance

• International accounting standards (IFRS)

• Global regulatory standards adoption

Regulatory Powers

Regulatory Authority:

CMB has extensive enforcement powers to ensure market integrity and investor protection.

Enforcement Tools:

• Administrative fines

• License suspension/revocation

• Operating restrictions

• Mandatory remediation orders

• Public reprimands

• Disgorgement of profits

Sanction Authority:

• Unilateral authority to impose sanctions on non-compliant entities

• Public disclosure of enforcement actions

• Regular publication of enforcement decisions

• Coordination with other authorities (BDDK, MASAK)

Recent Enforcement Actions (2025):

• Sanctions against unauthorized crypto service providers

• Fines for market manipulation violations

• License revocations for governance failures

• Administrative penalties for AML/CFT non-compliance

Investigation and Examination:

• On-site and off-site inspections

• Document and record reviews

• Market surveillance systems

• Whistleblower complaint processing

Regulatory Role and Function

Legal Foundation

Primary Legislation:

Capital Markets Law No. 6362 (New Capital Market Law)

• Enacted: December 30, 2012

• Objective: Create transparent, efficient, and competitive capital market environment

• Key provisions: Institutional investor protection, EU regulatory alignment, market conduct standards

• Replaces: Former Capital Market Law (pre-2012)

Capital Markets Law No. 2499 (Original Establishment)

• Enacted: July 28, 1981

• Established framework for securities market regulation

Supporting Legislation:

• Law on the Amendment of the Capital Markets Law Containing Regulations on Crypto Assets (2024)

• CMB Communiqués (regulatory guidance and detailed rules)

• Borsa Istanbul Regulations

Board Authority:

CMB operates as an independent regulatory body with authority to:

• Regulate and supervise securities markets

• Establish capital adequacy and governance standards

• Grant and revoke operating licenses

• Impose sanctions for violations

• Issue binding regulatory communiqués

Licensing and Authorization Relevance

The Sermaye Piyasası Kurulu (CMB/SPK) licenses and authorizes capital market participants in Turkey:

The licensing process involves assessment of capital requirements, competency of key personnel, compliance systems, and risk management frameworks.

Payments and Money Movement Relevance

The Sermaye Piyasası Kurulu (CMB/SPK) oversees securities settlement and post-trade infrastructure in Turkey:

Payment Systems Governed or Overseen

The Sermaye Piyasası Kurulu (CMB/SPK) oversees securities settlement infrastructure in Turkey:

[Specific system names require verification from official sources]

Relationship to Other Regulators

The Sermaye Piyasası Kurulu (CMB/SPK) operates within Turkey's broader financial regulatory architecture and maintains relationships with:

Geography and Jurisdiction Notes

Important Departments and Divisions

Key Public Resources

Leadership:

• Chairman: İbrahim Ömer Gönül

• Board Members: CMB Board composition

• Executive Management: Director-General and department heads

Organizational Structure:

• Market Supervision Department

• Authorization and Licensing Department

• Enforcement and Compliance Department

• Securities Markets Department

• Crypto Assets Department (established 2024)

• Investor Relations and Education Department

Contact Information:

Headquarters:

Sermaye Piyasası Kurulu (CMB)

Levent, İstanbul, Türkiye

Official Website: https://cmb.gov.tr/

Regulatory Communications:

• Official email: [email protected]

• Public inquiries portal available on CMB website

• Crypto asset regulatory inquiries: [email protected] (for registered CASPs)

Reporting and Compliance:

• Licensed intermediaries: Regulatory reporting portal

• Exchange operators: Direct coordination with Borsa Istanbul

• Fund managers: Centralized asset management portal

• Crypto service providers: CASP-specific reporting portal

Social Media and Updates:

• Twitter: @spkgovtr

• Official announcements via CMB website

Notes on Naming and Language