Financial Thresholds Under IPO Requirements Updated For 2026 05 January 2026
With the decision of the Capital Markets Board of Türkiye (the "CMB") dated 31 December 2025 and numbered 2025/68 (the "Decision"), the financial thresholds required to be met for initial public offering ("IPO") applications to be filed in 2026 by companies whose shares will be offered to the public for the first time have been tightened.
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The Decision introduces the following changes: |
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a) Pursuant to Article 5 of the Communiqué on Shares (VII-128.1); the underwriting liability of intermediary institutions, calculated based on the market value of the shares to be offered to the public (excluding any over-allotment), as determined by the IPO price, has been revised as follows: |
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i. if such market value is below TRY 750,000,000, the intermediary institution underwrites the entirety of the unsold shares, |
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ii. if such market value is between TRY 750,000,000 and TRY 1,500,000,000, the intermediary institution underwrites the entirety of the unsold shares up to TRY 750,000,000 and half of the portion exceeding this amount. |
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b) Pursuant to Article 9 of the Communiqué on Shares (VII-128.1); if the market value of the shares to be offered to the public (excluding any over-allotment), calculated by reference to the IPO price, is below TRY 950,000,000, shares corresponding to 25% of the nominal value of the shares to be offered will be required to be kept ready for sale by fully restricting the pre-emptive rights of existing shareholders. This threshold, which was TRY 750,000,000 for 2025, has been increased to TRY 950,000,000 for the new period. |
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c) Pursuant to Article 8 of the Communiqué on the Principles Regarding the Removal of Companies from the Scope of the Law and the Obligation for Their Shares to Be Traded on the Exchange (II-16.1); for applications to be filed in 2026, the following thresholds will be required to be met, based on the annual financial statements for 2024 and 2025 prepared in accordance with CMB regulations and subject to special independent audit: |
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i. if based on the annual financial statements for 2024, total assets are at least TRY 2,400,000,000 and net sales revenue is at least TRY 1,200,000,000 |
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ii. if based on the annual financial statements for 2025, total assets are at least TRY 3,600,000,000 and net sales revenue is at least TRY 1,800,000,000. |
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d) Pursuant to Article 5 of the Communiqué on the Registered Capital System (II-18.1); the minimum capital requirement for transition to the registered capital system, which was TRY 150,000,000 for 2025, has been increased to TRY 200,000,000 as of 2026. |
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e) Pursuant to the CMB Principle Decision No. 18/505 on the Reduction of Amounts Relating to the Pre-Conditions to Be Complied with Prior to an Initial Public Offering; the IPO facilitation regime will continue to apply to companies if they satisfy the conditions set out in the said principle decision and operate in the renewable energy sector; engage in production in the petrochemical sector under a license issued by the Energy Market Regulatory Authority; operate in the defense industry or provide services to this sector in the fields of information and communication technologies and software; or operate in the agricultural sector and are certified by a public authority as having an innovative and scalable business model based on advanced technology that generates high added value while supporting green and digital transformation. For initial public offerings of companies operating in the aforementioned sectors, if applications are filed in 2026, the following thresholds will be required to be met, based on the annual financial statements for 2024 and 2025 prepared in accordance with CMB regulations and subject to special independent audit: |
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i. if, based on the annual financial statements for 2024, total assets are at least TRY 1,200,000,000 and net sales revenue is at least TRY 600,000,000; |
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ii. if, based on the annual financial statements for 2025, total assets are at least TRY 1,800,000,000 and net sales revenue is at least TRY 900,000,000. |
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The full text of the relevant decision of the Capital Markets Board is available here. |
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