New principles governing share sales to be carried out by certain shareholders of publicly traded companies and the exemptions applicable thereto have been introduced by the Capital Markets Board’s (“CMB”) resolutions dated 28 August 2026 and numbered 52/1589 and dated 31 August 2026 and numbered 53/1590 (the “Principle Resolutions”).
A. What Is the Purpose of the Regulation?
The Principle Resolutions aim to make transfers of shareholdings of a certain size in publicly traded companies, whether conducted off-exchange or through private sale methods, subject to the CMB’s prior review. Accordingly, a new supervisory mechanism has been introduced to ensure that significant share sales are carried out transparently and in a controlled manner.
B. Who Is Covered by the New Regulation?
The regulation applies to sales carried out by shareholders of publicly traded companies who:
- directly hold more than 20% of the company’s share capital, either alone or together with persons acting in concert; or
- hold privileged shares granting the right to elect at least one member of the board of directors or to nominate a candidate at the general assembly.
The following sales carried out by such shareholders during any 12-month period may not be conducted outside the stock exchange without the CMB’s approval, including sales conducted through special orders, the Borsa İstanbul Wholesale Transactions Market, or book-entry transfer/transfer methods:
- more than 2% of the shares representing the company’s share capital or voting rights, where the company’s free-float ratio exceeds 50%; or
- more than 4% of the shares representing the company’s share capital or voting rights, where the company’s free-float ratio is 50% or less.
If the relevant shares are intended to be sold outside the stock exchange, a share sale information form must be prepared and submitted to the CMB for approval before the sale. Non-traded shares belonging to companies within this scope may not, under any circumstances, be converted into exchange-traded shares unless the share sale information form has been approved by the CMB. The free-float ratio applicable on the date of the sale will be taken into account when determining the applicable threshold.
Unless there is a share sale information form approved by the CMB, shares exceeding the applicable thresholds may not be subject to special order transactions or transactions on the Wholesale Transactions Market, transferred, or moved through book-entry transfers. Both the shareholder transferring the shares and the investment firm intermediating the sale will be responsible for ensuring compliance with the regulation.
Share sales conducted outside the stock exchange before 29 August 2026 will not be included in the calculation of the sales ratios permitted during any 12-month period.
C. Which Companies Are Excluded from the Scope?
Companies included in the BIST 30 Index and companies directly or indirectly controlled by the Ministry of Treasury and Finance of the Republic of Türkiye, Türkiye Wealth Fund Management Inc., or public institutions are not subject to the relevant restrictions and requirements.
D. How Will the Regulation Affect Transactions?
The new regulation may particularly affect mergers and acquisitions involving publicly traded target companies, as well as block share sales to foreign or institutional investors. Therefore, in transactions falling within the scope of the regulation, the share sales carried out by the relevant shareholder during the preceding 12 months, the company’s free-float ratio, and the impact of the CMB approval process on the transaction timetable should be assessed in advance.
E. Conclusion
Under the Principle Resolutions, share sales exceeding the applicable 2% or 4% thresholds by shareholders meeting the specified criteria are subject to the CMB’s approval. Accordingly, when planning the relevant share sales, it is important to consider the impact of the CMB approval process on the transaction structure and timetable.
Başak Kandemir Emiroğlu
Cemile Tekdemir