Raising IPO Thresholds in Türkiye (2026)

The Capital Markets Board’s updates to monetary thresholds subject to revaluation directly affect which companies can access the capital markets through an initial public offering and which safeguard mechanisms will apply during the offering process. The upward revision of thresholds for the 2026 period is not merely a technical change that may influence the number of IPO applications; it is also a standards-raising move aimed at issuer financial maturity, completion certainty of offerings, and liquidity quality in the secondary market.

This article addresses (i) what is meant by “IPO thresholds” in practice, (ii) the updated figures applicable in 2026, and (iii) the practical consequences of these changes for issuers, intermediary institutions, and investors.

2. What do “IPO thresholds” mean?

In practice, a “threshold” is not a single number. There are three interconnected sets of thresholds:

1. Financial statement size criteria: Minimum total assets and revenue thresholds that companies whose shares will be offered to the public for the first time (or admitted to trading on an exchange) must meet based on the last two years’ annual financial statements, audited through a special independent audit.
2. Minimum initial capital for entry into the registered capital system: The minimum initial capital required to adopt the registered capital system, which is frequently preferred during the pre-IPO restructuring phase.
3. Offer-size-based completion mechanisms: Mechanisms under the relevant regulations—such as “shares held ready for sale” (a reserve share arrangement) and “underwriting of unsubscribed shares” (purchase of unsold shares by the intermediary institution)—which become applicable when the offering size falls below certain market value thresholds.

Because the 2026 update increases the monetary amounts across all three sets, it directly affects IPO financial planning and the contractual structure of the transaction.

3. Key updated thresholds in 2026

3.1. Registered capital system: TRY 200,000,000

As of 2026, the minimum initial capital required to adopt the registered capital system is applied as TRY 200,000,000. This increase creates a need for earlier planning with respect to capital increase timelines, articles of association amendments, and potential dilution effects for shareholders.

3.2. Financial statement size criteria for a first-time IPO (based on 2024 and 2025 statements)

For applications submitted during 2026, the minimum thresholds to be met—based on the 2024 and 2025 year-end financial statements that have undergone a special independent audit—have been increased.

• For 2024 financial statements: total assets at least TRY 2,400,000,000; net sales revenue at least TRY 1,200,000,000. In addition, the total of other income items outside net sales revenue is also expected to be at least TRY 1,200,000,000.
• For 2025 financial statements: total assets at least TRY 3,600,000,000; net sales revenue at least TRY 1,800,000,000. In addition, the total of other income items outside net sales revenue is also expected to be at least TRY 1,800,000,000.

In assessing these thresholds, the amounts calculated in terms of purchasing power as of the relevant period-end are taken as a reference; therefore, inflation accounting and reporting policies become more decisive for IPO eligibility.

3.3. Sector-based facilitation (reduced financial thresholds)

The reduced-threshold approach, envisaged for certain sectors and technology/innovation-driven business models, continues in 2026. Under this approach, the financial thresholds are applied at lower levels than in the general regime:

• For 2024 financial statements: total assets at least TRY 1,200,000,000; net sales revenue at least TRY 600,000,000; and other income total at least TRY 600,000,000.
• For 2025 financial statements: total assets at least TRY 1,800,000,000; net sales revenue at least TRY 900,000,000; and other income total at least TRY 900,000,000.

In practice, the critical aspect of benefiting from this regime is demonstrating clearly and measurably—within the application file—that the company’s activity scope and revenue composition fall within the relevant category.

3.4. “Shares held ready for sale” threshold: TRY 950,000,000

Where the market value of the shares to be offered to the public—calculated based on the IPO price and excluding any over-allotment—falls below TRY 950,000,000, shares corresponding to 25% of the nominal value of the offered shares must be held ready for sale by fully restricting shareholders’ pre-emptive rights.

This mechanism functions as a safeguard, particularly for smaller offerings, to support completion of the offering and to maintain an appropriate free-float/liquidity balance after the IPO.

3.5. Underwriting of unsubscribed shares thresholds: TRY 750,000,000 and TRY 1,500,000,000

For companies whose shares are being offered to the public for the first time, the underwriting obligation—requiring the intermediary institution to purchase unsubscribed shares at the IPO price—operates as follows, based on the market value calculated using the IPO price and excluding any over-allotment:

• If the market value is below TRY 750,000,000, the intermediary institution is expected to underwrite allunsubscribed shares.
• If the market value is between TRY 750,000,000 and TRY 1,500,000,000, the intermediary institution is expected to underwrite all of the portion up to TRY 750,000,000, and half of the portion exceeding that amount.

While this change strengthens the probability that the offering will be completed from the issuer’s perspective, it makes risk pricing, the scope of the underwriting agreement, and collateral/guarantee arrangements more central from the intermediary institution’s perspective.

4. Practical effects of the changes

4.1. For companies: the IPO timeline becomes a “two-year financial project”

Because eligibility criteria are assessed based on two years of audited financial statements, the IPO objective cannot be compressed into the application date. Companies must manage—over an 18–24 month preparation window—sales growth, balance sheet structure, corporate governance, and reporting infrastructure in an integrated manner.

4.2. Inflation accounting and reporting quality become direct eligibility drivers

The purchasing-power-based assessment approach increases the importance of classification of financial statement items, sustainability of revenue, inflation adjustment methodology, and the overall quality of the audit and reporting process. Eligibility will be assessed not only through nominal size, but also through reliability and comparability of reporting.

4.3. For intermediary institutions: the contractual cost of underwriting risk increases

Underwriting thresholds may require intermediary institutions to assume “unsold shares” risk across a broader range of offerings. As a result, underwriting agreements will more frequently contain detailed provisions on commissions, price range determination, termination rights, collateral/guarantees, and recourse mechanisms.

4.4. For investors: focus on offering quality and price stability

Raising thresholds may lead to a pipeline weighted toward larger-scale and comparatively more mature issuers. In addition, mechanisms such as “shares held ready for sale” and underwriting of unsubscribed shares stand out as tools that can support completion of offerings and more controlled price formation after listing.

5. Compliance and strategy suggestions (short checklist)

• A budget and performance plan aligned with the two-year financial thresholds (revenue, profitability, balance sheet size).
• Preparation for financial reporting and special independent audit (internal controls, accounting policies, inflation adjustment impacts).
• Planning the transition to the registered capital system and capital structure design (capital increase scenarios, shareholder balance).
• If targeting the reduced-threshold regime, preparing an evidence file for activity scope and revenue composition.
• A risk analysis of the underwriting agreement (collateral, recourse, termination, and pricing provisions) in light of possible underwriting and “shares held ready for sale” requirements.

6. Conclusion

Raising the IPO thresholds for the 2026 period constitutes a standards update that strengthens the scale and reporting-maturity filter for entry into the capital markets. For issuers, the most significant consequence is that an IPO is no longer merely an application-stage transaction but becomes a transformation program requiring two years of financial and institutional preparation. For intermediary institutions, mechanisms such as underwriting of unsubscribed shares and “shares held ready for sale” make risk management and contractual structuring more critical.