The Capital Markets Board\u2019s 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.<\/p>\n\n\n\n
This article addresses (i) what is meant by \u201cIPO thresholds\u201d in practice, (ii) the updated figures applicable in 2026, and (iii) the practical consequences of these changes for issuers, intermediary institutions, and investors.<\/p>\n\n\n\n
2. What do \u201cIPO thresholds\u201d mean?<\/strong><\/p>\n\n\n\n In practice, a \u201cthreshold\u201d is not a single number. There are three interconnected sets of thresholds:<\/p>\n\n\n\n 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.<\/p>\n\n\n\n 3. Key updated thresholds in 2026<\/strong><\/p>\n\n\n\n 3.1. Registered capital system: TRY 200,000,000<\/strong><\/p>\n\n\n\n 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.<\/p>\n\n\n\n 3.2. Financial statement size criteria for a first-time IPO (based on 2024 and 2025 statements)<\/strong><\/p>\n\n\n\n For applications submitted during 2026, the minimum thresholds to be met\u2014based on the 2024 and 2025 year-end financial statements that have undergone a special independent audit\u2014have been increased.<\/p>\n\n\n\n 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.<\/p>\n\n\n\n 3.3. Sector-based facilitation (reduced financial thresholds)<\/strong><\/p>\n\n\n\n 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:<\/p>\n\n\n\n In practice, the critical aspect of benefiting from this regime is demonstrating clearly and measurably\u2014within the application file\u2014that the company\u2019s activity scope and revenue composition fall within the relevant category.<\/p>\n\n\n\n 3.4. \u201cShares held ready for sale\u201d threshold: TRY 950,000,000<\/strong><\/p>\n\n\n\n Where the market value of the shares to be offered to the public\u2014calculated based on the IPO price and excluding any over-allotment\u2014falls below TRY 950,000,000<\/strong>, shares corresponding to 25%<\/strong> of the nominal value of the offered shares must be held ready for sale by fully restricting shareholders\u2019 pre-emptive rights.<\/p>\n\n\n\n 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.<\/p>\n\n\n\n 3.5. Underwriting of unsubscribed shares thresholds: TRY 750,000,000 and TRY 1,500,000,000<\/strong><\/p>\n\n\n\n For companies whose shares are being offered to the public for the first time, the underwriting obligation\u2014requiring the intermediary institution to purchase unsubscribed shares at the IPO price\u2014operates as follows, based on the market value calculated using the IPO price and excluding any over-allotment:<\/p>\n\n\n\n While this change strengthens the probability that the offering will be completed from the issuer\u2019s perspective, it makes risk pricing, the scope of the underwriting agreement, and collateral\/guarantee arrangements more central from the intermediary institution\u2019s perspective.<\/p>\n\n\n\n 4. Practical effects of the changes<\/strong><\/p>\n\n\n\n 4.1. For companies: the IPO timeline becomes a \u201ctwo-year financial project\u201d<\/strong><\/p>\n\n\n\n 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\u2014over an 18\u201324 month preparation window\u2014sales growth, balance sheet structure, corporate governance, and reporting infrastructure in an integrated manner.<\/p>\n\n\n\n 4.2. Inflation accounting and reporting quality become direct eligibility drivers<\/strong><\/p>\n\n\n\n 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.<\/p>\n\n\n\n 4.3. For intermediary institutions: the contractual cost of underwriting risk increases<\/strong><\/p>\n\n\n\n Underwriting thresholds may require intermediary institutions to assume \u201cunsold shares\u201d 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.<\/p>\n\n\n\n 4.4. For investors: focus on offering quality and price stability<\/strong><\/p>\n\n\n\n Raising thresholds may lead to a pipeline weighted toward larger-scale and comparatively more mature issuers. In addition, mechanisms such as \u201cshares held ready for sale\u201d and underwriting of unsubscribed shares stand out as tools that can support completion of offerings and more controlled price formation after listing.<\/p>\n\n\n\n 5. Compliance and strategy suggestions (short checklist)<\/strong><\/p>\n\n\n\n 6. Conclusion<\/strong><\/p>\n\n\n\n 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 \u201cshares held ready for sale\u201d make risk management and contractual structuring more critical.<\/p>\n","protected":false},"excerpt":{"rendered":" The Capital Markets Board\u2019s updates to monetary thresholds subject to revaluation directly affect which companies can access the capital markets through an initial public offering and [\u2026]<\/span><\/p>\n","protected":false},"author":1,"featured_media":984,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[573,526,1,484],"tags":[572,570,571,318],"class_list":["post-983","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-capital-markets-law","category-corporate-law","category-genel","category-turkish-llc","tag-capital-markets-board-of-turkey","tag-ipo-turkey","tag-registered-capital-system","tag-tureli-ceylan-law-firm"],"yoast_head":"\n\n
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