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Public Offering Thresholds Were Increased

Public Offering Thresholds Were Increased

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With the Capital Markets Board Bulletin ["Bulletin"] numbered 2022/74 published by the Capital Markets Board ["CMB"] on December 30, 2022, the monetary amounts stipulated in the capital markets legislation regarding the public offering were increased.

Accordingly, the figures set out in the conditions to be complied with before the initial public offering and the shares kept available for sale through a capital increase in a public offering as per the CMB's Communiqué on Shares numbered VII-128.1 have been updated. In summary, the criteria for public offerings were significantly increased compared to 2022, making it more difficult to be traded in the stock exchange.

New Thresholds

The public offering amounts subject to revaluation have been updated for 2023 as follows:

(i) For the corporations whose shares will be offered to public initially,

  • the market value to be taken as a basis for determining whether the shares to be offered to the public, excluding green shoe option will be made available for sale and whether shares will be issued, became 231,903,983 Turkish Liras. For corporations below this threshold, the pre-emption rights of the existing shareholders are completely restricted in order to keep the shares corresponding to 25% of the nominal value of the shares to be offered to the public available for sale. (The respective value previously was around 105m Turkish Liras.)

  • if the market value of the shares to be offered to the public, excluding green shoe option, to be calculated over the public offering price (i) is below 150m Turkish Liras, all of the unsold shares; (ii) is between 150m and 250m Turkish Liras, for all of the unsold shares up to 150m Turkish Liras and half of the portion exceeding this amount, the authorized institutions must underwrite towards the corporation that they will purchase such shares over the public offering price. (Previously, the first threshold was 60m, and the second was between 60m and 100m.)

(ii) To avoid being excluded from the scope of the Capital Markets Law No. 6362, the corporations that have acquired the public corporation status but have not applied to the exchange within two years for their shares to be traded on the exchange,

  •  The minimum values of the shares that have been prepared and independently audited in accordance with the CMB regulations are (i) 300m Turkish Liras in total assets and 180m Turkish Liras in net sales revenue for 2021; (ii) 450m Turkish Liras in total assets and at least 270m Turkish Liras in net sales revenue for 2022. (These amounts were previously applied as around 11m and 21m for 2021, and 60m and 100m for 2022, respectively).

(iii) Corporations that will adopt the registered capital system are required to have a minimum paid-in capital of 30m Turkish Liras, which was 10m before the amendment.


With the arrival of 2023, the increased monetary thresholds for the public offering make it significantly more difficult for small and medium-sized companies to go public. In the face of the aggravating conditions, applications to be made within the framework of the Communiqué on the Principles Regarding Companies Whose Shares Will Be Traded on the Venture Capital Market, whose draft version has recently been published and which is expected to enter into force in the near future, may be relatively more in demand. Please see our article regarding the Draft Communiqué.

By Zahide Altunbas Sancak, Partner, and Beliz Boyalikli, Legal Trainee, Guleryuz & Partners

Guleryuz & Partners at a Glance

Güleryüz & Partners Attorneys at Law is an Istanbul based law firm offering a broad scope of high-quality legal services to domestic and multinational clients across a wide range of regulated and non-regulated industries. The Firm is comprised of energetic young professionals, led by experienced lawyers with a proven track record of working in the most demanding environments possible. Our team has comprehensive experience in serving clients in connection with a full breadth of Turkish law matters including Litigation & Dispute Resolution, M&A, Wealth Management & Family Businesses, General Corporate & Contract Law, Real Estate & Construction, Enforcement and Bankruptcy Proceedings, Labor Law, Administrative Law, and Anti-Corruption & White-Collar Crimes. 

Our core business culture is centered on integrity, dedication to clients’ needs, and excellence of legal advice and services. Therefore, our primary objective is to ensure the most personalized and reliable legal service for our clients. In pursuit of this objective, the international academic backgrounds of our partners at prestigious universities in USA, UK and Germany coupled with more than ten years of past experience at top tier Turkish law firms enhances the visionary practice of the Firm.

We blend our practical expertise with our outstanding grasp of legal theory in order to provide our clients with legal services of unmatched quality. Our clients range from multinational companies where we provide a level of attention normally only expected from in-house counsels in order to timely manage every aspect of the clients’ legal needs, to individuals for whom we make their objectives ours in order to provide comfort and ease of life. While we always put client service above all, we are proud to be on a quest to make reliable legal information available for everyone. Hence, we are constantly authoring articles on a broad scope of legal topics for respectable publications including Bloomberg Businessweek and the monthly magazine TR Monitor.

While Güleryüz & Partners operates mainly in Turkish and English, we are capable of providing legal services in French, German and Russian as well. The Firm also has an associated office in Ankara.

You can learn more about the Firm at guleryuz.av.tr