NEWSLETTER-2019-metin

201 CAPITAL MARKETS LAW Innovations to be introduced through the Draft Communiqué The Scope of the Draft Communiqué The legislator has been silent in respect of its preference for the type of crowdfunding under the Capital Markets Law. As a matter of fact, only crowdfunding based on equity is regulated under the Draft Communiqué, and donation and reward-based models are kept out- side of the regulation. The procedures and principles of equity based crowdfunding, crowdfunding platforms, their activities, membership to the platforms and campaign process, utilization of the funds and venture firms, and the control and audit of the funds as to whether they are utilized in line with the purposes generally, are regulated under the Draft Communiqué. Inclusion to the List For the existing platforms to continue their activities, or for new platforms to engage in crowdfunding, they should be included to the list by the Board. As per the Draft Communiqué, certain require- ments must be met, in addition to the application documentation to be submitted. Notable requirements for the platforms includes, among others, that the platform should be formed as a joint stock company with a minimum paid-in capital of TRY 1,000,000, all the shares must be in registered form, the trade name of the platform should include the wording “Crowdfunding Platform,” the articles of association should be in line with the provisions of the Draft Communiqués, and it should clearly be specified that the platform will mainly be engaged in crowdfunding activities under the scope and activities provision of the articles of association. As well, the shareholders and board of directors members should satisfy all the conditions and meet all the qualifica- tions (including the conditions indicating the financial strength, or evidencing that it has not committed any capital markets crimes or financial crimes) as stated under the Draft Communiqué, the board of directors should be composed of at least three members, an investment committee must be established, and existence of the infrastructure must be provided.