Author: İdil Yıldırım
The Capital Markets Board’s (“Board”) long-awaited Communiqué on Crowdfunding No. III - 35/A.2 (“Communiqué”) entered into force through its publication in the Official Gazette numbered 31641 and dated 27 October 2021. Following its implementation, the Communiqué on Share-Based Crowdfunding, which was published in the Official Gazette numbered 30907 and dated 3 October 2019, was repealed. The Communiqué broadens the scope of its predecessor, as it regulates both debt-based crowdfunding and share-based crowdfunding with the aim of eliminating the issues that have arisen in the market. The following sections outline new provisions introduced by the Communiqué.
New Developments
Debt-based crowdfunding
Perhaps the most important development introduced by the Communiqué is the addition of provisions relating to debt-based crowdfunding. The scope of the crowdfunding method in question is defined as “…raising funds from the public through platforms in exchange for debt instruments.” As per the principles relating to fundraising under this method, debt-based crowdfunding activities other than the sale of debt instruments, through debt or loan agreements or any other contract giving rise to a debt relationship, or in exchange for any capital market instrument other than debt instruments, cannot be conducted. With regard to investment limits, real persons who are not qualified investors will be able to invest a maximum of 50,000 Turkish Liras through debt-based crowdfunding within a single calendar year, but this limit may be applied as 10% of the annual net income the investor declares to the platform, provided that it does not exceed 200,000 Turkish Liras. Real persons who are not qualified investors may invest a maximum of 20,000 Turkish Liras in a project through debt-based crowdfunding.
