Legal Aspects of Establishing a Cryptocurrency Company in Turkey: Comprehensive Guide

Introduction

In recent years, Turkey has emerged as one of the leading markets for cryptocurrency adoption. The growing public interest in digital assets, blockchain technology, and fintech solutions has triggered a surge in entrepreneurs seeking to establish cryptocurrency-related companies. However, the legal landscape for cryptocurrency businesses in Turkey remains complex and is evolving rapidly. This article aims to provide a comprehensive analysis of the current legal framework, procedures, regulatory requirements, and key compliance considerations for establishing a cryptocurrency company in Turkey.

1. Legal Status of Cryptocurrency in Turkey

a. Definition and Classification

Turkish law does not recognize cryptocurrencies as “legal tender” (yasal ödeme aracı) or “money” (para) under the Turkish Central Bank Law and the Turkish Commercial Code. Instead, cryptocurrencies are typically classified as “digital assets” or “virtual assets” (dijital varlık, sanal varlık). The Central Bank of the Republic of Turkey (CBRT) and the Capital Markets Board (CMB) have issued several statements and regulations that frame the legal status of crypto assets.

b. Regulatory Authorities

• Central Bank of the Republic of Turkey (CBRT): Supervises payment systems, issues regulations on the use of digital assets for payments.

• Capital Markets Board (CMB): Regulates initial coin offerings (ICOs), crypto investment funds, and capital market activities involving crypto assets.

• Financial Crimes Investigation Board (MASAK): Enforces anti-money laundering (AML) and counter-terrorism financing (CTF) requirements for crypto service providers.

2. Types of Cryptocurrency Businesses

• Crypto Exchange Platforms: Platforms enabling the trading of crypto assets with fiat or other crypto assets.

• Crypto Wallet Providers: Companies offering custodial or non-custodial digital wallets.

• Mining Companies: Entities operating crypto mining farms (note: subject to special energy regulations).

• Fintech Companies: Businesses integrating blockchain for payment solutions, smart contracts, or DeFi products.

3. Corporate Structure and Company Formation

a. Choosing the Right Legal Entity

In Turkey, the most common forms of companies for crypto businesses are:

• Limited Liability Company (Limited Şirket, Ltd. Şti.)

• Joint Stock Company (Anonim Şirket, A.Ş.)

Both structures can be 100% foreign-owned and have distinct requirements regarding capital, governance, and reporting.

b. Establishment Procedure

1. Company Name Reservation: Check for uniqueness and appropriateness.

2. Preparation of Articles of Association: Must clearly define the scope, including crypto-related activities.

3. Capital Deposit: Minimum capital requirements apply (Ltd.: 50,000 TRY; A.Ş.: 250,000 TRY, subject to updates).

4. Registration with Trade Registry: Submit articles, shareholder details, and other documents to the local Trade Registry Office.

5. Tax Registration: Register with the local tax office.

6. Opening of Bank Account: Required for capital deposit and operational purposes.

4. Licensing and Regulatory Compliance

a. Current Regulatory Framework

i. Payment Services Regulation

• CBRT Regulation on the Disuse of Crypto Assets for Payments (2021): Prohibits the use of crypto assets as a direct or indirect means of payment for goods and services.

• No Licensing Yet for Crypto Exchanges: As of mid-2025, Turkey does not have a dedicated licensing regime for crypto exchanges, but draft bills have been discussed in Parliament. The expected legislation will introduce licensing, minimum capital, and technical/security requirements.

ii. MASAK Compliance Obligations

• AML/CTF Requirements: Crypto asset service providers are considered “obliged parties” (yükümlü) under MASAK regulations.

  • Customer Due Diligence (CDD): Mandatory identity verification (KYC).

  • Suspicious Transaction Reporting: Duty to report suspicious transactions to MASAK.

  • Record Keeping: Transaction records must be retained for at least 8 years.

iii. Capital Markets Board (CMB) Oversight

• ICO and Security Token Offerings: If a crypto asset qualifies as a “security” under CMB rules, registration, prospectus approval, and other obligations may apply.

5. Taxation of Cryptocurrency Businesses

• Corporate Income Tax: Standard corporate tax rate applies to profits derived from crypto-related activities.

• Value Added Tax (VAT): No VAT is currently levied on the sale/purchase of crypto assets, but VAT applies to services (e.g., trading commissions).

• Withholding Taxes: Applicable to dividends, interest, or service fees paid to non-residents.

• Obligation to File Tax Returns: All companies must declare profits from crypto operations.

6. Data Protection and Cybersecurity

• Personal Data Protection Law (KVKK): Applies to crypto platforms collecting user data; requires explicit consent, data security, and rights of access/erasure.

• Cybersecurity Standards: Crypto companies are expected to implement robust security measures to prevent hacking, theft, and data breaches.

7. Practical Considerations and Common Pitfalls

• Legal Uncertainty: The absence of comprehensive, crypto-specific legislation creates legal ambiguity and operational risk.

• Banking Challenges: Some Turkish banks may refuse accounts for crypto companies due to risk concerns.

• Cross-Border Activities: International clients, transactions, and service provision may trigger foreign compliance obligations.

• Draft Law Alert: The Turkish Parliament is preparing a new regulatory bill for crypto assets, which is expected to impose licensing, operational, and consumer protection requirements.

8. Restrictions and Prohibited Activities

• Use of Crypto for Payments: Direct and indirect payment with crypto assets is prohibited for goods and services.

• Advertising: CMB may restrict or sanction misleading or speculative advertising of crypto investment products.

• Anonymous Accounts: Fully anonymous customer accounts are forbidden; strict KYC must be observed.

9. Dispute Resolution and Enforcement

• Civil Disputes: Civil courts handle contractual, tortious, and consumer disputes involving crypto companies.

• Criminal Liability: Fraud, money laundering, unauthorized fund-raising, or unlicensed investment activities can result in severe criminal penalties.

• Enforcement Actions: MASAK and CMB have authority to investigate, sanction, or suspend illegal crypto operations.

10. Future Outlook

The legal landscape for cryptocurrencies in Turkey is in transition. Entrepreneurs must closely monitor legislative developments, adapt compliance programs accordingly, and seek legal counsel before establishing or expanding crypto businesses.

Conclusion

Establishing a cryptocurrency company in Turkey presents significant opportunities but also complex legal challenges. Founders and investors should carefully consider the evolving regulatory environment, strictly observe compliance requirements (especially AML/CTF and data protection), and ensure all business activities are structured within the scope of current laws and anticipated reforms. Legal counsel and proactive risk management are indispensable in navigating this dynamic sector.

                                                                                                                                    INTERN LAW FACULTY STUDENT

                                                                                                                                         YAĞMUR YORULMAZ