Secondary Regulation on Crypto Assets Comes into Force!

Following the provisions introduced to the Capital Markets Law No. 6362 (“CML”) on crypto assets and crypto asset service providers (“CASPs”), the Capital Markets Board’s (“CMB”) resolutions dated 8 August 2024 and 19 September 2024 and the amendment to the legislation of MASAK – the Financial Crimes Investigation Board, the CMB’s Communiqué No. III-35/B.1 on the Establishment and Operating Principles of Crypto Asset Service Providers (“Communiqué No. III-35/B.1”) and Communiqué No. III-35/B.2 on the Operating Procedures and Principles and Capital Adequacy of Crypto Asset Service Providers (“Communiqué No. III-35/B.2”) have been published in the Official Gazette dated 13 March 2025. Accordingly, the expected comprehensive secondary legislation on crypto assets has entered into force, and a transition period has been granted to the CASPs with postponed effective dates for some provisions.

The key terms introduced by these communiqués regarding CASPs and crypto asset transactions are summarized below:

Communiqué No. III-35/B.1

With the Communiqué No. III-35/B.1, the conditions and operating principles regarding the establishment, founders, executives, managers, partners and personnel of CASPs have been regulated in parallel with the CMB’s resolution in relation to platforms dated 8 August 2024; and the procedures and principles regarding the organization, liabilities, share transfers, information systems and technological infrastructure, outsourcing of services, transactions and operation restrictions, document recording systems, internal audit, internal control and risk management systems, and temporary or permanent suspension of their activities have been established.

The conditions that CASPs must meet in order to obtain an operating license from the CMB have been set to enter into force on 30 June 2025, and in addition to the establishment conditions, requirements such as the employees of CASPs to hold at least a four-year bachelor’s degree, the general manager and deputy general managers to have at least seven years of professional experience, integration with Central Registry Agency (“CRA”), and the establishment of a designated organizational structure have been introduced. These requirements are regulated separately for banks that will provide crypto asset custody services.
It has been emphasized that the CASPs that have obtained an establishment license from the CMB will lose their rights if they do not apply for an operating license within six months from the date of the license, and that they can only start operating after obtaining an authorization certificate indicating the services and activities they can perform.
It is required for platforms to sign a framework agreement with their customers before starting to conduct transactions with them, and the minimum terms and conditions to be included in these agreements have been determined.
It is regulated that CASPs are required to provide information on the Public Disclosure Platform (PDP) and their websites about the services they are authorized to provide and other information about the company.
Acquisitions of 10% or more of the share capital or voting rights of CASPs directly or indirectly, or acquisitions of shares that result in the shares of one shareholder exceeding 10%, 20%, 33% or 50% of the share capital or voting rights of CASPs directly or indirectly, and changes in the shareholding structure that result in the shares of one shareholder falling below these ratios require approval of the CMB.
The services that CASPs may and may not outsource are outlined, the principles regarding outsourcing and the minimum terms and conditions that should be included in the agreements are specified.
The details of the document registration system, internal audit, internal control and risk management activities and audit obligations of CASPs are regulated, and restrictions of the works and transactions are listed.
Transitional provisions regarding the operation licenses and authorization certificates of CASPs are set forth. Accordingly;
- The applications of the platforms that have applied for establishment within the scope of the CMB’s resolution dated 8 August 2024 and are included in the “List of Operating Entities” as of 13 March 2025 and the applications of the platforms that have applied before 13 March 2025 are valid, and such applications will be examined in accordance with the provisions of Communiqué No. III-35/B.1, except for the capital requirement.
- The applications of the platforms for establishment within the scope of the CMB’s resolution dated 8 August 2024 but have not been finalized as of 13 March 2025 will be included in the “List of Operating Entities” after the approval of their articles of association and certification of the conditions for establishment. These institutions will be required to apply for an operating license by 30 June 2025 and obtain an authorization certificate by 30 June 2026 by meeting the operating conditions determined by the CMB.
- Custody institutions that are included in the “List of Operating Entities” as of 13 March 2025 and custody institutions that have applied before 13 March 2025 will also be required to apply for an operating license until 30 June 2025.

Communiqué No. III-35/B.2

With the Communiqué No. III-35/B.2, the services and activities that CASPs may provide, the principles regarding these services and activities, the listing principles of crypto assets, the settlement system, and the requirements regarding their capital and capital adequacy have been determined. As in Communiqué No. III-35/B.1, most of these provisions will enter into force on 30 June 2025.

The list of services and activities that CASPs can carry out provided that they obtain authorization from the CMB is set out, and it has been made mandatory to obtain authorization from the CMB for each of these activities to be conducted as a regular occupation, commercial or professional activity.
The principles that platforms must comply with during their activities are clarified, such as the trading environment in which customer orders will be executed, the price surveillance system of platforms, leveraged, credit and derivative transactions, investment advisory and portfolio management activities of platforms, initial sale or distribution intermediation services, custody of crypto assets belonging to customers on platforms and transaction principles.
Criteria for crypto assets that can be listed on platforms have been determined. It is regulated that a listing committee must be established by the board of directors of the platforms and the decisions regarding the listing and delisting of crypto assets should be decided by this committee.
It is regulated that platforms and custody institutions are obliged to provide integration with the CRA for customer crypto asset balance information and to make the reports requested by the CRA.
The scope of crypto asset custody service, institutions that may provide custody services, and general principles and rules regarding custody have been clarified, and specific regulations have been introduced regarding access to keys, wallet technologies and transfer orders.
The principles regarding the capital adequacy of CASPs have been clarified. Accordingly;
- The initial share capital of platforms must be at least TL 150,000,000 and the initial share capital of custody institutions must be at least TL 500,000,000.
- If the total amount of client assets held by custody institutions is up to TL 1,000,000,000 no additional equity capital is required; however, if it exceeds TL 1,000,000,000 the custody institution must have equity capital equal to 1.5% of the excess amount in addition to its initial capital. If the shareholders’ equity amount is TL 1.500.000.000, additional shareholders’ equity is not required.
As in Communiqué No. III-35/B.1, transitional provisions are also stipulated for the obligations under Communiqué No. III-35/B.2. The platforms that have applied for establishment within the scope of the CMB’s resolution dated 8 August 2024, and that are included in the “List of Operating Entities” as of 13 March 2025, and those that have applied before 13 March 2025, are required to ensure that their custody infrastructures are in compliance with the custody regulations as of 30 June 2025. In addition, the relevant institutions are required to comply with the share capital and equity obligations summarized above as of the date they apply to the CMB for an operating license, and with the other capital adequacy provisions of Communiqué No. III-35/B.2 until 30 June 2025 at the latest.

With the long-awaited publication of the secondary comprehensive legislation, significant uncertainties regarding CASPs and crypto asset transactions have been clarified and the overall legislation has provided a clearer framework. Following the completion of the transition period foreseen for CASPs to comply with these obligations and obtain the necessary authorizations, we believe that crypto asset transactions will be carried out under strict regulatory framework and supervision under Turkish law.