Communiqué on Crowdfunding Has Been Published

Communiqué on Crowdfunding numbered III – 35/A.2 (“Communiqué”) entered into force through its publication in the Official Gazette dated 27.10.2021 and numbered 31641. Regulations regarding debt-based crowdfunding are introduced and many amendments are implemented regarding the equity-based crowdfunding, including the matters of investment limits and the campaign process.

Following the implementation of the Communiqué, the Communiqué on Equity-Based Crowdfunding No. III-35/A.1 published in the Official Gazette dated 3/10/2019 and numbered 30907 (“Superseded Communiqué”) has been superseded. The new amendments that are introduced with the Communiqué and differing from the Abolished Communiqué are summarized below:

• Pursuant to Article 4 of the Communiqué, the definition of “entrepreneur” is updated to include people seeking funding for their projects through equity and/or debt-based crowdfunding and also legal persons are included in the definition.
• Moreover, “funded company” has been added as a new definition and defined as a joint stock company established by entrepreneurs or a venture company to whose account at the custodian institution the blocked fund is transferred.
• Changes were also made regarding the establishment conditions of the platforms. Pursuant to Article 5 of the Communiqué, platforms are now allowed to form more than one investment committee.
• Pursuant to Article 15 of the Communiqué, the maximum investment that natural persons who are not qualified investors can make through equity-based crowdfunding within a calendar year has been increased from 20,000 Turkish Liras to 50,000 Turkish Liras.
• In addition to the aforementioned changes, the Article 17 of the Communiqué allows to carry out a debt-based campaign for the projects while their equity-based campaign process still continues. However, it was regulated that if the targeted fund could not be collected in any of the campaign processes, the other campaign process shall be terminated.
• Special regulations were also introduced for debt-based crowdfunding. Pursuant to Article 24 of the Communiqué, in addition to the general obligations of the platforms that carry out debt-based crowdfunding activities, an effective and transparent credit rating system and policy are required to assess the risk status of the project. It has been regulated that this policy will be determined by the platform's board of directors and announced to the public on the platform's website.
• In conformity with the limitation under Article 15 of the Communiqué, it is regulated in Article 18 of the Communiqué that investors who are natural persons can invest at the maximum amount of 50,000 Turkish Liras in a calendar year through debt-based crowdfunding.
• Moreover, the investment limit per each project is determined as 20,000 Turkish Liras. In Article 19 of the Communiqué, it is regulated that debt-based crowdfunding activities cannot be carried out through any contract that creates a debt relationship other than the sale of debt instruments.

You may access the full text of the Turkish version of the Communiqué here (Turkish).