Turkish version (Türkçe sürüm): Yabancılar Türkiye’de Banka Kurabilir mi, Bankaya Ortak Olabilir mi?
A foreign investor may establish a new bank in Turkey, buy shares in an existing bank, or open a branch or representative office in Turkey for its bank abroad. Turkish law imposes no separate ban on foreigners in banking; the freedom of investment under Foreign Direct Investment Law No. 4875 does not override sector licensing regimes, and banking is governed by Banking Law No. 5411. Establishment, operation, a first branch, a representative office and share acquisitions above certain thresholds are subject to the permission of the Banking Regulation and Supervision Board (the Board) of the Banking Regulation and Supervision Agency (BRSA, the Agency). To establish a bank, a permission to establish is obtained first, followed by a separate operating permission; the permission to establish is granted by a decision taken with the concurring votes of at least five members of the Board (Law No. 5411, Arts. 6 and 10). The bank is incorporated as a joint stock company, all shares are registered and issued against cash, and the statutory minimum paid-in capital is thirty million lira (Art. 7); for digital banks this amount is one billion Turkish lira. In an existing bank, acquisitions that, directly or indirectly, reach 10% of the capital or exceed 10%, 20%, 33% or 50%, and transfers that take a holding below these levels, require permission; unauthorised transfers are not entered in the share ledger, and the shareholder rights attached to those shares, other than dividends, are exercised by the Savings Deposit Insurance Fund (the Fund) (Art. 18). This guide explains, with reference to the statutory provisions, the types of bank, permissions to establish and operate, the conditions for founders, a foreign bank’s branch and representative office, share acquisition permissions, merger and competition rules, digital banks, management requirements, participation banking, taxes, deposit insurance and the consequences of unlicensed banking.
Short answer: Can a foreigner establish a bank in Turkey or become a shareholder in one?
1. Yes. A foreign investor may establish a new bank; for this, a permission to establish and then an operating permission must be obtained from the BRSA. The permission to establish is granted with the concurring votes of at least five Board members, and the decision is given within three months of a complete application (Law No. 5411, Art. 6).
2. The bank is incorporated as a joint stock company; shares are issued against cash and are all registered. Capital paid in cash and free of any sham must by law be at least thirty million lira; for development and investment banks it may not be less than two-thirds of that amount (twenty million lira) (Art. 7(2)). In practice, banks established in recent years have capital in the billions of lira.
3. Founders must have the necessary financial strength, reputation, integrity and competence, must have no convictions for certain offences, and legal-person founders must have a transparent shareholding structure (Art. 8).
4. In an existing bank, acquisitions that, directly or indirectly, reach 10% of the capital or exceed 10%, 20%, 33% or 50% require Board permission (Art. 18(1)). A change of hands, at these levels, of the shares of a legal person holding 10% or more in the bank also requires permission (Art. 18(6)).
5. A bank incorporated abroad may open its first branch in Turkey with Board permission; the capital allocated to Turkey may not be less than thirty million lira (Art. 9). A representative office also requires Board permission; a representative office may not accept deposits or participation funds (Art. 6(4)).
6. The minimum paid-in capital of a digital bank is one billion Turkish lira; a digital bank may not open physical branches, and its loan customers are, as a rule, financial consumers and SMEs (Regulation on the Operating Principles of Digital Banks and Service Model Banking, Arts. 5 and 9).
7. Banks’ corporate earnings are subject to corporate tax at 30% (Corporate Tax Law Art. 32). Deposit insurance in 2026 is TRY 1,200,000 per person per bank.
- How can a foreigner enter the banking sector?
- Types of bank
- Permission to establish and conditions for establishment
- Conditions for founders
- Operating permission and system entry fee
- A foreign bank’s branch and representative office
- Becoming a shareholder in an existing bank: share acquisition permission
- Mergers, acquisitions, competition and the stock exchange
- Digital banks
- Board of directors and general manager
- Participation banks
- Taxes and deposit insurance
- Unlicensed banking
- Checklist
- Common mistakes
- Frequently asked questions
How can a foreigner enter the banking sector?
Unless otherwise provided by international agreements and special laws, foreign direct investment in Turkey by foreign investors is free, and foreign investors are subject to equal treatment with domestic investors (Law No. 4875, Art. 3(a)). Banking is one of the special areas reserved by this rule: Banking Law No. 5411 makes the establishment of banks, the opening of branches and representative offices and share acquisitions above certain thresholds subject to BRSA permission, without distinguishing between domestic and foreign investors. There is no separate foreigner-specific permission for a foreign investor; the same conditions also apply to domestic investors.
Routes for a foreign investor to enter the banking sector
| Route | How it works | Legal basis | Watch out |
|---|---|---|---|
| Establishing a new bank in Turkey | First a permission to establish, then an operating permission; the bank is incorporated as a joint stock company | Law No. 5411, Arts. 6, 7, 8 and 10 | Votes of at least five Board members; conditions for founders; system entry fee |
| Buying shares in an existing bank | Share acquisition permission at the 10%, 20%, 33% and 50% thresholds | Law No. 5411, Art. 18 | An unauthorised transfer is not entered in the share ledger; transfer fee to the Fund |
| A foreign bank opening a branch in Turkey | Operating as a branch without setting up a separate legal entity | Law No. 5411, Arts. 6(1) and 9 | Capital allocated to Turkey; no negative opinion from the home-country supervisory authority |
| Opening a representative office | Promotion and liaison without carrying out banking transactions | Law No. 5411, Art. 6(4); Regulation on Transactions Subject to Permission, Art. 10 | Deposits, participation funds and loans are prohibited |
| Establishing a digital bank | A credit institution operating without branches through electronic channels | Digital Bank Regulation | Minimum capital of TRY 1 billion; customer and lending restrictions |
| Buying shares in a listed bank | Acquiring shares on the exchange or through a block sale | Law No. 5411, Art. 18; Regulation, Art. 11/A; Capital Markets Law Art. 26 | Board approval to exercise voting rights when a threshold is exceeded; mandatory tender offer on acquiring management control |
| Merger or acquisition | Merger, demerger or share exchange of banks, or transfer of all assets and liabilities | Law No. 5411, Art. 19 | Board permission; the steps must be completed within three months |
The general map of approvals for foreign investment in Turkey is in our guide Buying a Turkish Company as a Foreign Investor: Which Approvals Do You Need?, and company formation in Company Formation in Turkey for Foreigners.
Financial activities that do not require a banking licence are subject to separate licensing regimes: payment and electronic money services require the permission of the Central Bank of the Republic of Turkey under Law No. 6493, and intermediation in capital markets requires the permission of the Capital Markets Board. These areas are explained in our guides Ödeme ve Elektronik Para Kuruluşu, Faktoring, Finansal Kiralama ve Finansman Şirketleri and Aracı Kurum Kurmak veya Satın Almak (in Turkish), and a foreign investor’s protection against the State in Yatırım Tahkimi ve ICSID (in Turkish).
Types of bank
Law No. 5411 divides banks into three types according to their business model. A deposit bank is an institution whose main activity is accepting deposits in its own name and for its own account and extending loans; a participation bank’s main activity is collecting funds through special current and participation accounts and extending loans; and a development and investment bank is an institution that, without accepting deposits or participation funds, operates mainly to extend loans and/or carries out duties assigned by special laws (Law No. 5411, Art. 3). Deposit banks and participation banks together are referred to as “credit institutions”. The definitions also cover these institutions’ branches in Turkey. A digital bank, by contrast, is defined not in the Law but in a BRSA regulation: a credit institution that provides banking services through electronic banking service delivery channels instead of physical branches.
Types of bank compared
| Type | Raising funds | Statutory minimum paid-in capital | Legal basis |
|---|---|---|---|
| Deposit bank | Accepts deposits | TRY 30 million | Law No. 5411, Arts. 3 and 7(1)(f) |
| Participation bank | Collects funds through special current and participation accounts | TRY 30 million | Law No. 5411, Arts. 3 and 7(1)(f) |
| Development and investment bank | May not accept deposits or participation funds | Not less than two-thirds of the deposit bank amount | Law No. 5411, Arts. 3 and 7(2) |
| Digital bank | Credit institution; through electronic channels | TRY 1 billion (the Board may increase it) | Digital Bank Regulation, Arts. 3 and 9 |
| Turkish branch of a foreign bank | According to the type of the parent bank | Capital allocated to Turkey may not be less than the Art. 7 amount | Law No. 5411, Art. 9(1)(c) |
Permission to establish and conditions for establishment
Permission to establish a bank in Turkey, and for a bank incorporated abroad to open its first branch in Turkey, is granted by a decision taken with the concurring votes of at least five Board members (Law No. 5411, Art. 6(1)). The decision is given within three months of a complete application; if deficiencies are not remedied within six months, the application becomes invalid (Art. 6(2)). For the permission to establish, the bank must meet the following conditions (Art. 7(1)): incorporation as a joint stock company; shares issued against cash and all registered; founders meeting the qualifications set out in the Law; board members having the necessary qualifications and professional experience; the planned activities being consistent with its financial and organisational structure; capital paid in cash and free of any sham of at least thirty million (New) Turkish lira; articles of association complying with the Law; a transparent and clear shareholding structure and organisation chart that will not prevent effective supervision by the Agency; nothing that would prevent consolidated supervision; and submission of a business plan, financial projections, a three-year budget and an operational structure.
Main conditions for establishing a bank
| Condition | Content | Legal basis |
|---|---|---|
| Company type | Joint stock company | Law No. 5411, Art. 7(1)(a) |
| Shares | Issued against cash; all registered | Law No. 5411, Art. 7(1)(b) |
| Capital | At least TRY 30 million paid in cash and free of any sham; two-thirds of that for a development and investment bank | Law No. 5411, Arts. 7(1)(f) and 7(2) |
| Founders and management | Founders meet the Art. 8 conditions; board members meet the qualification and experience requirements | Law No. 5411, Art. 7(1)(c)-(d) |
| Shareholding structure | A transparent structure that will not prevent effective and consolidated supervision | Law No. 5411, Art. 7(1) |
| Business plan | Business plan, financial projections, three-year budget and operational structure | Law No. 5411, Art. 7(1) |
| Decision | Concurring votes of at least five Board members; decision within three months | Law No. 5411, Art. 6(1)-(2) |
The thirty million lira in the Law is a floor; the Board assesses the application together with the business plan, risk profile and scale of activity. In permissions granted in recent years, capital has been far above this amount: for example, Kasa Katılım Bankası was granted a permission to establish as a digital participation bank with capital of TRY 1.5 billion (BRSA Board Decision of 7 July 2022, No. 10263), but this permission was cancelled under Art. 11 of Law No. 5411 by a Board decision of 19 October 2023, on the ground that no valid operating permission application had been made within the time limit; Dost Katılım Bankası, on the other hand, was granted a permission to establish with capital of TRY 10 billion (BRSA Board Decision of 11 June 2026, No. 11470). The documents for an application to establish are listed in the Regulation on Banks’ Transactions Subject to Permission and Indirect Shareholding (Official Gazette of 1 November 2006); documents obtained abroad must bear consular certification or an apostille, and notarised translations must be attached (Regulation, Art. 14).
Conditions for founders
Scrutiny of the founders’ financial strength, reputation and integrity is the most detailed part of the process for a foreign investor. The Law requires that founders have not been declared bankrupt, have not declared a concordat and have not been subject to postponement of bankruptcy or settlement-based restructuring; that they have not held a qualifying share in, or control of, banks transferred to the Fund or liquidated; that they have no conviction for certain offences, even if pardoned; that they have the necessary financial strength and reputation; and that they have the integrity and competence required by the business. If the founder is a legal person, its shareholding structure together with its risk group must be transparent and clear; natural persons holding, directly or indirectly, a qualifying share in a legal-person founder must also meet the same conditions (Law No. 5411, Art. 8).
Conditions for founders (Law No. 5411, Art. 8)
| Condition | Explanation | Subparagraph |
|---|---|---|
| Financial position | No bankruptcy, concordat, postponement of bankruptcy or settlement-based restructuring | Art. 8(1)(a) |
| Banking history | Not having held a qualifying share in, or control of, banks transferred to the Fund or liquidated, or financial institutions liquidated | Art. 8(1)(b)-(c) |
| Criminal record | No sentence of imprisonment exceeding certain terms and no conviction, even if pardoned, for offences such as embezzlement, bribery, fraud, forgery, money laundering and tax evasion | Art. 8(1)(d) |
| Financial strength and reputation | Having the necessary financial strength and reputation | Art. 8(1)(e) |
| Integrity and competence | Having the integrity and competence required by the business | Art. 8(1)(f) |
| Legal-person founder | A transparent and clear shareholding structure together with its risk group; natural persons holding qualifying shares must also meet the conditions | Art. 8(1)(g); final paragraphs of Art. 8 |
If the founder is a bank or financial institution incorporated abroad, the application must include a business plan, its articles of association, the board decision to establish a bank in Turkey, balance sheets and profit and loss statements for the last five years with independent audit reports, a document showing that accepting deposits is not prohibited in its home country, a rating report and a list of shareholders holding more than 10% (Regulation on Transactions Subject to Permission, Art. 4(1)(p)). For founders acquiring 10% or more, a report by a sworn financial adviser on their financial position and an explanation of how the funds needed for the capital will be obtained are also required (Regulation, Art. 4). The foreign group’s chain of ownership, ultimate shareholders and source of funds should therefore be documented before the application.
Operating permission and system entry fee
A permission to establish is not enough to start banking. Banks must also obtain an operating permission from the Board before they can commence operations; the operating permission is published in the Official Gazette, and the decision must be given within three months at the latest from the date of the first permission application (Law No. 5411, Art. 10). The operating permission application is made by the end of the ninth month at the latest following publication of the permission to establish in the Official Gazette (Regulation on Transactions Subject to Permission, Art. 7); failure to apply for an operating permission within nine months is a ground for cancelling the permission to establish (Law No. 5411, Art. 11).
For the operating permission, the capital must have been paid in cash, the requirements relating to corporate governance, staff, technology and managers must be met, and the founders must document that at least one quarter of the system entry fee, equal to ten per cent of the minimum capital set out in Art. 7 of the Law, has been paid into the account of the Savings Deposit Insurance Fund (Law No. 5411, Art. 10(2), as amended by Law No. 7420). The Agency may grant a period not exceeding six months to remedy deficiencies. The operating permission is cancelled if operations do not begin within six months of the operating permission or if there is no activity for six consecutive months within a year (Law No. 5411, Art. 12).
Permission timeline for a new bank
| Stage | Period or rule | Legal basis |
|---|---|---|
| Decision on the permission to establish | Within three months of a complete application; the application becomes invalid if deficiencies are not remedied within six months | Law No. 5411, Art. 6(2) |
| Operating permission application | By the end of the ninth month at the latest after publication of the permission to establish in the Official Gazette | Regulation, Art. 7; Law No. 5411, Art. 11 |
| Decision on the operating permission | Within three months at the latest of the first application; if there are deficiencies, the Agency grants a period not exceeding six months; published in the Official Gazette | Law No. 5411, Art. 10 |
| System entry fee | Ten per cent of the minimum capital; at least one quarter paid to the Fund before the operating permission | Law No. 5411, Art. 10(2) |
| Commencing operations | The permission is cancelled if operations do not begin within six months of the operating permission or if there is no activity for six consecutive months within a year | Law No. 5411, Art. 12 |
| Opening domestic branches | Free, subject to notification to the Agency | Law No. 5411, Art. 13 |
In practice, more than a year may pass between the permission to establish and the operating permission; for example, Ziraat Dinamik Banka was granted its permission to establish by a Board decision of 23 March 2023 and its operating permission by a Board decision of 31 October 2024. The investment timeline should therefore be planned around two separate permission stages.
A foreign bank’s branch and representative office
A bank incorporated abroad may operate in Turkey as a branch without setting up a separate company. Permission for the first branch is also granted with the votes of at least five Board members (Law No. 5411, Art. 6(1)). For this, the bank’s main activities must not be prohibited in its home country, the competent supervisory authority of its home country must have no negative opinion on its operating in Turkey, the part of its paid-in capital allocated to Turkey must not be less than the amount in Art. 7, its managers must have the necessary qualifications, a business plan and a three-year budget must be submitted, and the group shareholding structure must be transparent (Art. 9). The branch in Turkey must have a board of managers of at least three persons (Art. 23(2)), and the branch manager is treated as a general manager (Art. 25). If the parent bank’s operating licence in its home country is revoked, or the parent bank goes bankrupt or into liquidation, the operating permission of the branch in Turkey is also revoked (Art. 12(3)).
A representative office, by contrast, is a liaison unit that does not carry out banking transactions. Banks incorporated abroad may open a representative office in Turkey with Board permission, provided that they do not accept deposits or participation funds and operate in accordance with the principles set by the Board (Law No. 5411, Art. 6(4)). Representative offices may not accept deposits or participation funds and may not extend loans; the bank opening a representative office must have been operating for at least three years, and only one person with the title of representative may work at the representative office (Regulation on Transactions Subject to Permission, Art. 10). It is also required that the equity of the bank opening the representative office is not less than the minimum paid-in capital required for banks to be established in Turkey.
Foreign-capital bank, branch and representative office
| Topic | Bank established in Turkey | Foreign bank’s branch | Representative office |
|---|---|---|---|
| Legal personality | Turkish joint stock company | Part of the parent bank | Liaison unit of the parent bank |
| Permission | Permission to establish and operating permission | First-branch permission and operating permission | Board permission |
| Capital | At least TRY 30 million paid-in capital | Capital allocated to Turkey at least the Art. 7 amount | The parent bank’s equity may not be less than the minimum capital |
| Banking transactions | According to its licence | According to its licence | Deposits, participation funds and loans prohibited |
| Management | Board of directors of at least five persons | Board of managers of at least three persons | A single representative |
| Legal basis | Law No. 5411, Arts. 6-10 and 23 | Law No. 5411, Arts. 6(1), 9 and 23(2) | Law No. 5411, Art. 6(4); Regulation, Art. 10 |
The rules for branches of non-bank foreign companies are explained in our guide Can a Foreign Company Open a Branch in Turkey?; for banks, the permission regime of Law No. 5411 applies in addition to those general rules.
Buying bank shares? Make BRSA permission a condition to closing
An unauthorised transfer is not entered in the share ledger, and shareholder rights other than dividends are exercised by the Fund. Send us your draft share purchase agreement via WhatsApp; Hukukçular Evi Ankara: +90 554 648 37 15
📞 Call us💬 WhatsAppBecoming a shareholder in an existing bank: share acquisition permission
The most common route for foreign investors into the Turkish banking sector is buying shares in an existing bank. Acquisitions by which a shareholder, directly or indirectly, acquires shares representing 10% or more of a bank’s capital, or by which a shareholder’s holding exceeds 10%, 20%, 33% or 50% of the capital, require Board permission; transfers that take a shareholder’s holding below these levels also require permission (Law No. 5411, Art. 18(1)). The creation, transfer or issue of privileges giving the right to elect members of the board of directors or the audit board requires permission regardless of percentage (Art. 18(2)). A qualifying share is a share representing, directly or indirectly, 10% or more of the capital or voting rights; shares below this level that carry a privilege to appoint board members also count as qualifying shares (Art. 3).
When a share acquisition permission is granted, the transferee must pay to the Fund a transfer fee equal to one per cent of the nominal value of the bank shares acquired (Art. 18(3)). Transactions that reduce the number of shareholders below five, and share transfers made without permission, are not entered in the share ledger, and entries made in breach of this rule are null and void (Art. 18(4)). Shareholders holding qualifying shares must have the qualities required of founders (Art. 18(5)). The shareholder rights attached to shares transferred without permission, other than dividends, are exercised by the Fund (Art. 18(7)).
Share acquisition and transfer permissions in a bank
| Transaction | Rule | Legal basis |
|---|---|---|
| Reaching 10% or exceeding 10%, 20%, 33% or 50% | Board permission for direct or indirect acquisitions | Law No. 5411, Art. 18(1) |
| Falling below these levels | Board permission for the transfer | Law No. 5411, Art. 18(1) |
| Privilege to elect board members | Permission regardless of percentage | Law No. 5411, Art. 18(2) |
| Transfer fee | One per cent of the nominal value of the shares acquired is paid to the Fund | Law No. 5411, Art. 18(3) |
| Unauthorised transfer | Not entered in the share ledger; a contrary entry is void; shareholder rights other than dividends are exercised by the Fund | Law No. 5411, Arts. 18(4) and 18(7) |
| Conditions for qualifying shareholders | The qualities required of founders; if lost, shareholder rights are exercised by the Fund | Law No. 5411, Art. 18(5) |
| Change of hands of the shares of a legal person holding a qualifying share | A direct or indirect change of hands of its shares at the 10%, 20%, 33% or 50% levels requires Board permission; the transferee must meet the conditions for founders | Law No. 5411, Art. 18(6) |
| Acquisition on the stock exchange | Board approval to exercise voting rights when a threshold is exceeded | Regulation, Art. 11/A; Law No. 5411, Art. 18(8) |
Indirect shareholding is defined broadly: for natural persons, the shares of their spouse and children and of companies they control or in which they have unlimited liability are added together; for legal persons, their own shares and those of the companies they control are added together (Law No. 5411, Art. 5). In addition, a direct or indirect change of hands, within these levels, of the shares of a legal person holding 10% or more of a bank’s capital also requires Board permission, provided that the transferee meets the conditions for founders (Art. 18(6)); share transfers at the level of a foreign group’s parent company abroad may therefore also require BRSA permission. In recent examples, BRSA approval for the acquisition of Rabobank A.Ş. by Kazakhstan-based Kaspi.kz was announced in June 2026, and the BRSA and Competition Authority approvals for the Freedom Holding group’s acquisition of shares in Turkish Bank A.Ş. were announced in July 2026. BRSA permission should be made a condition to closing in the share purchase agreement; the first refusal and veto arrangements between shareholders are explained in our guide Shareholders’ Agreements in Turkey.
Mergers, acquisitions, competition and the stock exchange
Mergers, demergers and share exchanges of banks, and transfers of all their assets and liabilities, require BRSA Board permission; if the necessary steps are not taken within three months after permission is granted, the permission becomes invalid (Law No. 5411, Art. 19). In mergers and acquisitions, Arts. 7, 10 and 11 of Law No. 4054 on the Protection of Competition do not apply, provided that the combined total assets of the banks party to the transaction do not exceed twenty per cent of the total assets of the sector (Art. 19). This exception concerns mergers and acquisitions between banks; in transactions such as a foreign group buying shares in a bank, Competition Board approval must be considered separately if the turnover thresholds are exceeded.
In a bank whose shares are traded on Borsa Istanbul, acquiring shares or voting rights that give management control triggers a mandatory tender offer under the Capital Markets Law; if this obligation is not met, the voting rights of the shares concerned are frozen automatically (Capital Markets Law No. 6362, Art. 26). For acquisitions on the exchange, if the thresholds in Art. 18 of Law No. 5411 are exceeded, separate Board approval is needed before voting rights can be exercised (Regulation on Transactions Subject to Permission, Art. 11/A). Investment in listed shares generally is explained in our guide Can Foreign Investors Buy Shares on Borsa Istanbul?, and the Competition Board procedure in Birleşme ve Devralma İzni (in Turkish).
Digital banks
For foreign investors with a fintech background, the most notable model is the digital bank. The Regulation on the Operating Principles of Digital Banks and Service Model Banking (Official Gazette of 29 December 2021) defines a digital bank as a credit institution that provides banking services through electronic banking service delivery channels instead of physical branches (Art. 3). The minimum paid-in capital of a digital bank is one billion Turkish lira, paid in cash and free of any sham; the Board may increase this amount (Art. 9). The permission to establish and the operating permission follow Law No. 5411; permissions for digital banks require a positive opinion from the BRSA’s information systems audit unit (Art. 12).
Main rules for digital banks
| Topic | Rule | Legal basis |
|---|---|---|
| Minimum paid-in capital | TRY 1 billion; the Board may increase it | Digital Bank Regulation, Art. 9 |
| Loan customers | As a rule, financial consumers and SMEs; exceptions such as interbank transactions are regulated separately | Regulation, Art. 5(1)-(2) |
| Branches | No physical branches, agents or correspondents; at least one physical office for complaints is mandatory | Regulation, Arts. 5(3) and 6 |
| Unsecured consumer loans | Capped at four times the customer’s verified average monthly net income; TRY 10,000 if income cannot be determined | Regulation, Art. 5(4) |
| Lifting restrictions | If paid-in capital is increased to TRY 2.5 billion, the Board may lift the restrictions fully or in stages | Regulation, Art. 5(6) |
| Technology company shareholders | The Board may require residency for controlling technology, e-commerce or telecommunications companies | Regulation, Art. 8(2) |
| Information systems management | The senior IT manager at least at deputy general manager level; one board member with ten years’ experience in IT management | Regulation, Art. 10 |
The BRSA has granted permissions for the digital banking model in recent years: in November 2024, it was announced that Fups Bank, Ziraat Dinamik Banka and Colendi Bank had been granted digital banking operating permissions. By contrast, the permission to establish granted in 2022 to Kasa Katılım Bankası as a digital participation bank was cancelled in 2023 because no operating permission application was made within the time limit. A digital bank may be a suitable structure for foreign fintech groups wishing to enter the Turkish market without the cost of physical branches; however, the customer and lending restrictions should be reflected in the business plan.
Board of directors and general manager
A bank’s board of directors may not have fewer than five members, including the general manager; the general manager or, in his or her absence, the acting general manager is an ex officio member of the board. The conditions set out in the Law for the general manager also apply to more than half of the board members, and board members must meet the conditions in subparagraphs (a)-(d) of Art. 8(1) (bankruptcy and concordat, connection with institutions transferred to the Fund or liquidated, and criminal record). The positions of general manager and chair of the board may not be held by the same person (Law No. 5411, Art. 23). The general manager must hold an undergraduate degree in law, economics, finance, banking, business administration, public administration or a similar field and have at least ten years’ professional experience; deputy general managers must have at least seven years’ professional experience. Engineering graduates must hold a postgraduate degree in these fields. The general manager and deputies are notified to the Agency before appointment; if the Agency does not express a negative opinion within seven business days, the appointment may be made (Art. 25).
Requirements for bank managers
| Topic | Rule | Legal basis |
|---|---|---|
| Size of the board | At least five persons, including the general manager | Law No. 5411, Art. 23 |
| Board qualifications | More than half of the members meet the general manager conditions; all members meet the Art. 8(1)(a)-(d) conditions | Law No. 5411, Art. 23 |
| Separation of roles | General manager and chair of the board may not be the same person | Law No. 5411, Art. 23 |
| General manager | Degree in the relevant fields; at least ten years’ professional experience | Law No. 5411, Art. 25 |
| Deputy general managers | At least seven years’ professional experience; at least two-thirds holding degrees in the relevant fields | Law No. 5411, Art. 25 |
| Foreign bank’s branch | Board of managers of at least three persons; the branch manager is treated as a general manager | Law No. 5411, Arts. 23(2) and 25 |
Arts. 8, 23 and 25 of Law No. 5411 contain no nationality or residency requirement for board members and managers; foreign nationals may be appointed to these positions. However, work permit and residence legislation applies separately to foreign managers who will actually work in Turkey. In digital banks, the Board may require residency for controlling technology, e-commerce or telecommunications company shareholders (Digital Bank Regulation, Art. 8(2)); in the advisory committee of participation banks, the chair and deputy chair, and at least two-thirds of the members, must be resident in Turkey (Communiqué on Compliance with Participation Principles, Art. 5).
Participation banks
Participation banking, which attracts investors from the Gulf and the Middle East, requires operations to comply with interest-free banking principles and standards. Art. 77 of Law No. 5411 on participation banks was restated by Law No. 7222, giving the Board the power to set the procedures and principles for activities that can be carried out by interest-free methods. By the Communiqué on Compliance with Participation Principles published in the Official Gazette of 19 December 2025, the BRSA renewed this framework and repealed the 2019 Communiqué on Compliance with Interest-Free Banking Principles and Standards. The new framework provides for a sector-level central advisory committee and, within each institution, an advisory committee reporting to the board of directors, with at least three members and a chair and deputy chair resident in Turkey. A significant share of the banks granted a permission to establish in recent years have been participation banks.
Taxes and deposit insurance
Banks’ corporate earnings are subject to corporate tax at 30%, unlike the general rate; this rate was set in Art. 32 of the Corporate Tax Law by Law No. 7456 and applies from 2023 earnings onwards. Money received by banks in their favour is also subject to the banking and insurance transactions tax (BITT) regulated in Art. 28 et seq. of Expenditure Taxes Law No. 6802; the rate varies by type of transaction and has been 15% for consumer loans since 7 July 2023 (Presidential Decision No. 7345). When dividends are repatriated to a foreign shareholder, dividend withholding tax and double tax treaties apply.
Deposits and participation funds held with credit institutions, other than those of official institutions, credit institutions and financial institutions, are insured by the Savings Deposit Insurance Fund; the scope and amount of insured deposits are determined by the Fund Board (Law No. 5411, Art. 63, as amended by Law No. 7407). Law No. 7407 also brought deposits of legal persons within the scope of insurance; however, exceptions such as deposits belonging to the bank’s controlling shareholders, qualifying shareholders, board members, general manager and deputies and their relatives and companies they control, and deposits in foreign branches and offshore banking, are outside the scope. This exception also matters for the foreign investor’s own deposits when it becomes a shareholder in the bank. For 2026, the insured amount is TRY 1,200,000 per person and per bank (Official Gazette of 13 December 2025). A newly established bank pays at least one quarter of the system entry fee to the Fund before the operating permission; a credit institution (deposit or participation bank) then pays insurance premiums to the Fund on insured deposits and participation funds after it starts operating.
Taxes and obligations specific to banks
| Charge | Rule | Legal basis |
|---|---|---|
| Corporate tax | 30% for banks | Corporate Tax Law Art. 32 (as amended by Law No. 7456) |
| BITT | On money received by banks in their favour; 15% for consumer loans | Law No. 6802, Arts. 28-33; Presidential Decision No. 7345 |
| System entry fee | Ten per cent of the minimum capital; one-off | Law No. 5411, Art. 10(2) |
| Transfer fee | On permitted share acquisitions, one per cent of the nominal value of the shares acquired | Law No. 5411, Art. 18(3) |
| Deposit insurance | TRY 1,200,000 per person and per bank in 2026 | Law No. 5411, Art. 63; Fund Board decision |
| Dividend repatriation | Dividend withholding; treaty rate and certificate of tax residence | Income Tax Law Art. 94(6)(b); Corporate Tax Law Art. 30(3); double tax treaties |
The repatriation of profits to a foreign shareholder is explained in our guide Dividend Repatriation from Turkey for Foreign Shareholders, and the position of shareholders and managers when a bank is transferred to the Fund in BDDK Önlemleri, Faaliyet İzninin Kaldırılması ve TMSF’ye Devir (in Turkish).
Unlicensed banking
Art. 150 of Law No. 5411 provides for imprisonment and judicial fines for natural persons, and officers of legal persons, who operate as a bank or accept deposits or collect participation funds without obtaining the required permissions; if the offence is committed at a workplace, the workplace may be closed temporarily, and permanently in the event of recidivism (Art. 150(1)). Those who use the word “bank” or similar expressions in their trade names, documents or advertisements without permission are also punished (Art. 150(2)). An amendment made by Law No. 7222 also introduced the possibility of suspending unauthorised activities and advertisements and blocking access to websites. Offering deposits or similar products to customers in Turkey without permission therefore carries serious criminal risk for foreign fintech companies. The criminal liability of bank managers for banking embezzlement is regulated separately (Art. 160); this topic is explained in our guide Bankacılık Zimmeti (in Turkish).
Checklist
Checklist for foreign investors establishing a bank or acquiring bank shares
| No. | Check | Legal basis / note |
|---|---|---|
| 1 | Which model will be chosen: a new bank, a share acquisition, a branch, a representative office or a digital bank? | Law No. 5411, Arts. 6, 9 and 18; Digital Bank Regulation |
| 2 | Do all founders and qualifying shareholders meet the Art. 8 conditions? | Law No. 5411, Arts. 8 and 18(5) |
| 3 | Have the chain of ownership and ultimate natural persons been documented? | Law No. 5411, Arts. 5, 7 and 8(1)(g) |
| 4 | Are the source of capital and the sworn financial adviser report ready? | Regulation on Transactions Subject to Permission, Art. 4 |
| 5 | Are foreign documents apostilled, with notarised translations? | Regulation, Art. 14 |
| 6 | Are the business plan, financial projections and three-year budget ready? | Law No. 5411, Arts. 7 and 9 |
| 7 | Has the operating permission application been planned within nine months? | Law No. 5411, Art. 11; Regulation, Art. 7 |
| 8 | Have the system entry fee and transfer fee been budgeted? | Law No. 5411, Arts. 10(2) and 18(3) |
| 9 | Do the general manager and board candidates meet the Art. 23 and Art. 25 conditions? | Law No. 5411, Arts. 23 and 25 |
| 10 | Has BRSA permission been made a condition to closing in the share purchase? | Law No. 5411, Arts. 18(1) and 18(4) |
| 11 | Are transfers at the 10%, 20%, 33% and 50% levels in the shares of the qualifying legal-person shareholder and the parent company being monitored? | Law No. 5411, Art. 18(6) |
| 12 | Have Competition Board approval and, for a listed company, a mandatory tender offer been considered? | Law No. 4054, Art. 7; Law No. 5411, Art. 19; Capital Markets Law Art. 26 |
Common mistakes
- Assuming the statutory minimum capital is sufficient. Thirty million lira is only a floor; the Board assesses the application with the business plan and scale of activity, and in permissions granted in recent years capital has been in the billions of lira.
- Treating the permission to establish as permission to start operating. A separate operating permission is required and must be applied for within nine months; there have been banks whose permission to establish was cancelled because no valid application was made in time.
- Disclosing ultimate shareholders after the application. Natural persons holding qualifying shares in legal-person founders must also meet the conditions for founders.
- Closing a share purchase without BRSA permission. An unauthorised transfer is not entered in the share ledger, and the shareholder rights attached to those shares, other than dividends, are exercised by the Fund.
- Not monitoring share transfers in the parent company abroad. A change of hands, at the 10%, 20%, 33% or 50% levels, of the shares of a legal person holding 10% or more in the bank also requires permission.
- Carrying out customer transactions through a representative office. A representative office may not accept deposits or participation funds and may not extend loans.
- Not reflecting a digital bank’s customer and lending restrictions in the business plan. Loan customers are, as a rule, limited to financial consumers and SMEs.
- Offering deposit-like products to customers in Turkey without permission. Unlicensed banking is a criminal offence under Art. 150 of Law No. 5411.
Frequently asked questions
Can foreigners establish a bank in Turkey?
Yes. There is no foreigner-specific ban in banking; however, under Banking Law No. 5411 a permission to establish and then an operating permission must be obtained from the BRSA. The permission to establish is granted with the concurring votes of at least five Board members (Law No. 5411, Arts. 6 and 10). The same conditions also apply to domestic investors.
What is the minimum capital to establish a bank in Turkey?
Under the Law, capital paid in cash and free of any sham must be at least thirty million Turkish lira; for development and investment banks it may not be less than two-thirds of that amount (Law No. 5411, Art. 7). For digital banks the minimum capital is TRY 1 billion. In practice, banks granted a permission to establish in recent years have capital in the billions of lira.
What conditions must bank founders meet?
Founders must not be bankrupt or in concordat, must not have held a qualifying share in or control of banks transferred to the Fund or liquidated, must have no convictions for certain offences, and must have the necessary financial strength and reputation, integrity and competence. Legal-person founders must have a transparent shareholding structure, and natural persons holding qualifying shares in them must meet the same conditions (Law No. 5411, Art. 8).
Can a bank start operating as soon as it obtains the permission to establish?
No. An operating permission must also be obtained. The operating permission application is made by the end of the ninth month at the latest following publication of the permission to establish in the Official Gazette; the decision is given within three months at the latest of the first application and published in the Official Gazette (Law No. 5411, Arts. 10 and 11; Regulation on Transactions Subject to Permission, Art. 7).
What is the system entry fee?
It is a one-off fee paid by the founders of a newly established bank to the Savings Deposit Insurance Fund, equal to ten per cent of the minimum capital; payment of at least one quarter must be documented before the operating permission (Law No. 5411, Art. 10(2)).
Can a foreign bank open a branch in Turkey?
Yes. Permission for the first branch requires the votes of at least five Board members. The bank’s main activities must not be prohibited in its home country, the home-country supervisory authority must have no negative opinion, and the capital allocated to Turkey must not be less than the Art. 7 amount (Law No. 5411, Arts. 6(1) and 9). The branch has a board of managers of at least three persons (Art. 23(2)).
What can a foreign bank’s representative office in Turkey do?
A representative office is opened with Board permission and may not carry out banking transactions: it may not accept deposits or participation funds and may not extend loans. The bank opening it must have been operating for at least three years, and only one person with the title of representative may work there (Law No. 5411, Art. 6(4); Regulation on Transactions Subject to Permission, Art. 10).
Is permission needed to buy shares in a bank?
Acquisitions that, directly or indirectly, reach 10% of the capital or take a shareholder’s holding above 10%, 20%, 33% or 50%, and transfers that take it below these levels, require Board permission. Transfers of shares carrying a privilege to elect board members require permission regardless of percentage (Law No. 5411, Art. 18(1)-(2)).
What happens if bank shares are acquired without permission?
Share transfers made without permission are not entered in the share ledger, and contrary entries are void; the shareholder rights attached to those shares, other than dividends, are exercised by the Savings Deposit Insurance Fund (Law No. 5411, Arts. 18(4) and 18(7)).
Does selling the parent company abroad require BRSA permission?
It may. A direct or indirect change of hands, at the 10%, 20%, 33% or 50% levels, of the shares of a legal person holding 10% or more of a bank’s capital requires Board permission, provided that the transferee meets the conditions for founders (Law No. 5411, Art. 18(6)).
What are the conditions for establishing a digital bank?
A digital bank is a credit institution that provides its services through electronic channels instead of physical branches. The minimum paid-in capital is TRY 1 billion; no physical branches may be opened, there is at least one physical office for complaints, and loan customers are, as a rule, financial consumers and SMEs. If the capital is increased to TRY 2.5 billion, the Board may lift the restrictions (Digital Bank Regulation, Arts. 5, 6 and 9).
Can a bank’s general manager or board member be a foreigner?
Law No. 5411 contains no nationality requirement for managers. The general manager must hold a degree in the relevant fields and have at least ten years’ professional experience, and deputies at least seven years’ experience; the board has at least five members, including the general manager (Law No. 5411, Arts. 23 and 25). Work permit and residence legislation applies separately to foreigners who will work in Turkey.
Do bank mergers require Competition Board approval?
Mergers and acquisitions of banks require BRSA Board permission. If the combined total assets of the banks involved do not exceed twenty per cent of the sector total, Arts. 7, 10 and 11 of Law No. 4054 do not apply (Law No. 5411, Art. 19). In transactions such as a foreign group buying bank shares, Competition Board approval is considered separately if the turnover thresholds are exceeded.
At what rate do banks pay corporate tax?
Banks’ corporate earnings are subject to corporate tax at 30% (Corporate Tax Law Art. 32, as amended by Law No. 7456). Money received by banks in their favour is also subject to BITT; the rate for consumer loans is 15%.
How much is deposit insurance in Turkey?
For 2026, the insured amount is TRY 1,200,000 per person and per bank. Deposits and participation funds other than those of official institutions, credit institutions and financial institutions, including deposits of legal persons, are insured; however, exceptions such as deposits belonging to the bank’s controlling shareholders, qualifying shareholders and managers and their relatives are outside the scope (Law No. 5411, Art. 63).
What is the penalty for unlicensed banking?
Imprisonment and judicial fines apply to those who operate as a bank, accept deposits or collect participation funds without permission; the workplace may be closed temporarily, and permanently in the event of recidivism. Using the word “bank” without permission is also an offence, and access blocking may be applied to unauthorised activities and advertisements (Law No. 5411, Art. 150).
Related guides
- Legal Guide for Foreign Investors in Turkey — company, stock exchange, mining, energy, real estate, tax and arbitration
- Buying a Turkish Company as a Foreign Investor: Which Approvals Do You Need? — Competition Board, BRSA and other sector approvals
- Shareholders’ Agreements in Turkey — first refusal, vetoes and deadlock
- Can a Foreign Company Open a Branch in Turkey? — TCC Art. 40 and the fully authorised commercial representative
- Can Foreign Investors Buy Shares on Borsa Istanbul? — account, disclosure thresholds and tax
- Dividend Repatriation from Turkey for Foreign Shareholders — dividend withholding and transfer
- Company Formation in Turkey for Foreigners — capital, documents and formation
- BDDK Önlemleri ve TMSF’ye Devir — revocation of the operating permission and shareholders’ liability (in Turkish)
- İktisat Katılım Bankası Müşterileri — bank transfer and TRY 1.2 million deposit insurance (in Turkish)
- Can a Foreigner Be a Board Member or Manager of a Turkish Company? — foreign board members and managers in companies outside banking
- Can Foreigners Establish a Payment Institution or E-Money Institution in Turkey? — the separate CBRT licence regime for payment and e-money institutions
- Can a Foreign Crypto Exchange Set Up a Platform in Turkey or Buy Into a Turkish Platform? — CMB permission for crypto asset platforms and custodians
- Yabancılar Türkiye’de Banka Kurabilir mi, Bankaya Ortak Olabilir mi? — Turkish version of this article
Let us prepare your BRSA application together
For establishing a bank or a digital bank, a foreign bank branch or representative office, or a share acquisition in a bank, send us your shareholding structure and draft business plan via WhatsApp; we will assess together the founder conditions, document list, permission timeline and closing conditions in the share purchase agreement. We correspond in English. Hukukçular Evi Ankara: +90 554 648 37 15
📞 +90 554 648 37 15💬 WhatsAppImportant note: This article is for general information only and does not constitute legal advice on any specific bank establishment, share acquisition or BRSA application. It is a translation of the Turkish version; in case of any discrepancy, the Turkish version prevails. Legislation and decisions relied on: Foreign Direct Investment Law No. 4875, Art. 3; Banking Law No. 5411, Arts. 3, 5, 6, 7, 8, 9, 10 (as amended by Law No. 7420), 11, 12, 13, 18, 19, 23, 25, 63 (as amended by Law No. 7407), 77 (as amended by Law No. 7222), 150 and 160; Regulation on Banks’ Transactions Subject to Permission and Indirect Shareholding, Arts. 4, 5, 7, 10, 11, 11/A and 14; Regulation on the Operating Principles of Digital Banks and Service Model Banking, Arts. 3, 5, 6, 8, 9, 10 and 12; Communiqué on Compliance with Participation Principles (Official Gazette of 19 December 2025), Arts. 4-5; BRSA Board Decisions No. 10263 (7 July 2022), No. 10542 (23 March 2023), No. 10980 (31 October 2024) and No. 11470 (11 June 2026); Law No. 7407; Corporate Tax Law No. 5520, Arts. 30(3) and 32, and Law No. 7456; Income Tax Law Art. 94(6)(b); Expenditure Taxes Law No. 6802, Arts. 28-33, and Presidential Decision No. 7345; Capital Markets Law No. 6362, Art. 26; Law No. 4054, Art. 7. Amounts, rates and BRSA regulations may change; the current text should be relied on at the date of application.


