Unlike in other countries, the Turkish securitization market began to flourish in the 1990s. If until then only Turkish banks were allowed to issue securities, nowadays more and more financial institutions are allowed to enter the capital markets and trade their securities. The main laws governing the issuance of securities and the establishment of special purpose vehicles (SPVs) in Turkey are:
All these laws are known as communiques in Turkey. It is also worth noting that they were all issued in 2013 and 2014. Our Turkish company formation consultants can offer more information on the laws above.
The special purpose vehicle is a subsidiary used by foreign companies in order to secure their assets in case of bankruptcy. In other words, if the mother company goes bankrupt, its assets will be held securely in the SPV. In Turkey, SPVs can only be established using certain types of structures and are subject to very strict requirements imposed by the Capital Markets Board (CMB). These requirements are enforced by the Turkish Company Law which has enabled capital thresholds in order to prevent bankruptcy.
Turkish special purpose vehicles can take the form of investment funds financed through certain types of assets, such as mortgages or other types of credits. These funds will have no legal personality, their management being based on the principles of fiduciary ownership. Turkish SPVs can only be registered as financial companies, banks or even brokerage firms.
Our company incorporation agents in Turkey can assist foreign investors who want to establish SPVs in this country.
The CMB requires a Turkish SPV to have a management board formed of a minimum of 3 members. The SPV must also have an internal controller and its assets must be protected by a custodian. The SPV must be managed by a local service provider. It is important to know that Turkey does not recognize the concept of trust company, therefore fiduciary ownership is the only relation between the shareholders and the service provider admitted by the CMB.
For assistance in opening a SPV in this country, please contact our company registration representatives in Turkey.