Amendment to the Electricity Market Licensing Regulation

With the Regulation on Amendments to the Electricity Market Licensing Regulation, published in the Official Gazette No. 32966 dated July 25, 2025, and entered into force on the same date, amendments have been made regarding the changes in the shareholding structure of legal entities holding a pre-license.

Pursuant to article 57/1 of the Electricity Market Licensing Regulation (“Regulation”), until a license is obtained, except in cases of inheritance and bankruptcy, the shareholding structure of a legal entity holding a pre-license cannot be changed directly or indirectly, and no share transfers or transactions resulting in share transfers may be conducted. The Regulation has been revised with the amendment dated 25.07.2025, and the scope of the exceptions to the prohibition of changes in shareholding structure has been narrowed for subparagraphs (c) and (d). 

In this context, it is now articulated that in order for (i) indirect changes in the shareholding structure of a legal entity holding a preliminary license, arising from changes in the shareholding structure of its foreign shareholders, and (ii) changes resulting from the exercise of pre-emption rights by the shareholders of such an entity to be considered exempt from the prohibition set forth under Article 57/1, these changes shall not result in a change of control. Additionally, the provision that previously exempted share transfers arising from the exercise of pre-emption rights from the approval requirement of the Energy Market Regulatory Authority has been amended, and such share transfers are now subject to approval in accordance with the conditions set forth in the final paragraph of Article 57/1.