Türkiye's Capital Markets Board (SPK) has introduced a new approval threshold for off-exchange share transfers by the persons covered by Article 27(1) of the Share Communiqué. In any rolling 12-month period, the limit is 2% of company capital or voting rights when more than half of the shares are in free float, and 4% when free float is 50% or less. Transfers above the applicable level require an SPK-approved share-sale information form before they can proceed. The decision does not ban ordinary exchange trading or impose the limits on every retail investor.
Two thresholds linked to free float
For a listed company with a free-float ratio above 50%, covered persons may not sell more than 2% of the company's capital or voting rights off exchange in any 12-month period without the additional approval process. Where free float is 50% or lower, the corresponding threshold is 4%. The free-float ratio valid on the sale date is used.
Which transactions count
The SPK bulletin says the calculation includes off-exchange sales made through special orders, Borsa Istanbul's Wholesale Transactions Market and transfer or assignment methods. Calling a transaction a private transfer does not automatically remove it from the calculation. Investors should map related transfers across the full rolling period before signing.
Above the limit does not mean an absolute prohibition
A transfer exceeding the threshold may proceed only after a share-sale information form is prepared and approved by SPK. Without that approval, the excess transfer cannot be executed as a special order or Wholesale Transactions Market deal, or completed by transfer or assignment. Responsibility rests with the transferring shareholder and the investment institution handling it.
The rule is not for every shareholder sale
The bulletin applies to persons already covered by Article 27(1) of the Share Communiqué; it should not be presented as a universal cap on every investor's trading. Nor does it limit the market price of shares or guarantee that a planned block sale will receive approval. The status of the seller, method, free float and prior 12-month transfers all matter.
29 August creates a clean starting point
Off-exchange sales completed before 29 August 2026 are excluded from the 12-month percentage calculation under the new principle decision. That does not erase other disclosure, market-abuse, insider-trading or contractual obligations attached to earlier transactions. It only defines the starting treatment for this particular limit.
Portfolio managers face higher 2027 capital floors
The same bulletin sets 2027 starting-capital and minimum paid-in-capital amounts at 500 million lira for broadly authorised portfolio management companies and 250 million lira for firms with limited activities. These are company-level regulatory thresholds, not a minimum investment amount for a fund client. The bulletin also announces changes to the Investment Funds Guide, which should be checked against the updated guide before operational decisions.