The Capital Markets Board of Türkiye (CMB) has introduced a new approval requirement for certain off-exchange sales and transfers of shares in listed companies
The rule was first adopted on 28 August 2026 and subsequently amended and
reissued as Principle Decision No. i-SPK 128.31.a on 31 August 2026.
Previously, Article 27 of the Communiqué on Shares (VII-128.1) required
certain major shareholders to obtain CMB approval for share sales exceeding
specified thresholds on the regular exchange market. The new Principle Decision
extends this approval requirement to off-exchange sales and transfers.
The new rule applies to shareholders who:
- hold, alone
or together with persons acting in concert, more than 20% of the company's
share capital; or
- hold
privileged shares giving the right to elect or nominate at least one board
member.
For these shareholders, prior CMB approval is required if off-exchange
sales or transfers during any rolling 12-month period exceed:
- 2% of the
company's share capital or voting rights, if its free-float ratio is above
50%; or
- 4%, if its
free-float ratio is 50% or below.
The restriction broadly covers off-exchange transactions, including special
orders, transactions on the Borsa İstanbul Wholesale Transactions Market (TSP),
account transfers (virman) and other privately arranged transfers.
If the applicable threshold will be exceeded, a share sale information form
must be approved by the CMB before the transaction. Non-tradable shares held by
covered shareholders also cannot be converted into tradable shares without
prior CMB approval.
Investment firms and other intermediaries involved in the transaction are
also responsible for compliance.
Exemptions: The
restrictions do not apply to BIST 30 companies or companies directly or
indirectly controlled by the Ministry of Treasury and Finance, the Turkish
Wealth Fund (TVF) or public institutions. Off-exchange sales completed before
29 August 2026 are also excluded from the 12-month threshold calculation.