Lease Certificates (Sukuk) in Turkey: Capital Markets Law Article 61, Communiqué III-61.1, Asset Leasing Companies, Ring-Fencing, Default and Treasury Sukuk under Law No. 4749

Lease certificates, the Turkish form of sukuk, are capital market instruments issued by asset leasing companies (VKŞ) to finance assets or rights. Holders are entitled to the income from those assets or rights in proportion to their holdings (Capital Markets Law No. 6362 Art. 61(1)). Until the certificates are redeemed, the assets and rights in the asset leasing company’s portfolio are ring-fenced. They cannot be disposed of except for collateral purposes, pledged, attached (including for public receivables), included in a bankruptcy estate or made subject to an interim injunction (Art. 61(3)). If the issuer fails to pay, is placed under public administration, loses its licence or goes bankrupt, income from the portfolio assets is used first for payments to holders (Art. 61(4)). Communiqué III-61.1 sets out five structures: ownership, management contract, buy-sell, partnership and construction contract. It also governs who may establish an asset leasing company and how it is run, the valuation and 90% issue limits, quarterly investor reports and registration with the Central Registry (MKK). Lease certificates issued by the Treasury’s own asset leasing companies fall under Law No. 4749 Art. 7/A rather than the Communiqué. This guide explains these rules for foreign institutional investors. It reflects the legislation in force as at 26 October 2026.

Why lease certificates matter for investors in 2026

Lease certificates are an established part of the Turkish lira and foreign currency fixed-income market. They are issued by the Treasury’s asset leasing companies, by participation banks and by companies seeking interest-free financing. They are held directly by institutional investors and indirectly through investment funds. As a result, the questions raised by the 2026 fund and market manipulation cases reach this market as well. Investors are asking how a lease certificate holder is protected if the company behind the issue gets into difficulty. They also want to know what the asset leasing company must do when a payment is missed, and which disclosure and market abuse rules apply.

The answers differ from those for ordinary bonds. A lease certificate is not a promise to repay borrowed money. It gives holders a right to the income from assets or rights held or managed by a special-purpose company that exists only to issue such certificates. The Capital Markets Law ring-fences those assets. How much protection that gives in practice, however, depends on the structure of the issue: in some structures the asset is a building or other property, and in others it is little more than a contractual payment claim against the company that uses the funds.

This guide explains the legal framework, the five structures recognised by Communiqué III-61.1, the rules on asset leasing companies and ring-fencing, and what happens on default. It also covers investor remedies, the separate regime for Treasury lease certificates under Law No. 4749, and the tax treatment in outline. Corporate bond default and insolvency are covered in our guides to Turkish corporate bond default and insolvency, concordat and bankruptcy claims.

The legal framework

What a lease certificate is

Definition. A lease certificate is a capital market instrument issued by an asset leasing company to finance assets or rights of any kind. It entitles its holders to the income from those assets or rights in proportion to their shares, with its features determined by the Capital Markets Board (SPK) (Capital Markets Law Art. 61(1)). The Communiqué defines it as a security with the same purpose and effect (Communiqué III-61.1 Art. 3(1)(h)).

The holders’ right. Holders are entitled, in proportion to their shares, to the income generated by the underlying assets and rights. Where the transaction requires it, the assets are sold at maturity to the source institution or to third parties. The sale price is then paid to holders in proportion to their holdings (Art. 4(4)). The certificates are redeemed in accordance with the prospectus or, for sales without a public offering, the contracts entered into (Art. 4(5)).

The parties. Four roles recur. The asset leasing company (varlık kiralama şirketi, VKŞ) is the issuer. The founder is the institution that establishes it (Art. 12(1)). The fund user is the company that receives the financing. The Communiqué defines the fund user for each structure: it is the source institution in ownership and management-contract issues, and the company buying the asset on deferred terms in buy-sell issues. In partnership issues it is the entrepreneur and the other partners of the joint venture, and in construction issues it is the buyer of the work or the contractor (Art. 3(1)(ç)). The source institution is the party that transfers assets to the asset leasing company or manages them on its behalf (Art. 3(1)(ğ)).

Name protection. The terms “lease certificate” and “asset leasing company”, and equivalent expressions, may not be used for instruments or entities outside the Communiqué (Art. 16(2)). An instrument marketed as sukuk but not issued under the Communiqué or Law No. 4749 should therefore be examined carefully.

The five structures

Lease certificates may be issued on the basis of ownership, a management contract, a buy-sell transaction, a partnership or a construction contract, or a combination of these (Communiqué III-61.1 Art. 4(1)). The SPK may approve other instruments that it accepts as lease certificates by applying the Communiqué by analogy (Art. 4(2)). The structure determines what the asset leasing company actually holds, and therefore what the ring-fencing protects.

Ownership-based issues involve a real transfer of title. The contract transferring ownership must be in writing, any registration or special formality must be completed, and the asset leasing company must have a direct power of disposal over the assets on default (Art. 5(2)). Where the asset is real estate, the source institution’s buy-back right must be annotated in the land register at its request (Art. 5(4)). The assets must be free of third-party rights contrary to holders’ interests and of attachments and injunctions (Art. 5(5)).

Management-contract issues involve no transfer of ownership. The source institution manages its own assets in favour of the asset leasing company, and the income, or the method of calculating it, must be set out in the contract (Art. 6(2)). Buy-sell issues are commodity-based. If the purchase and deferred sale are not completed in time, the funds raised must be returned to investors by the second business day after they reach the asset leasing company’s account (Art. 7(2)).

Partnership issues carry specific loss rules. Where only the asset leasing company contributes capital, it bears losses up to its capital. The exception is loss caused by the entrepreneur’s bad faith or unlawful conduct (Art. 8(2)(b)). Where other partners contribute capital, losses are borne pro rata to capital (Art. 8(3)(b)). In either case, a pledge must be created in favour of the asset leasing company, acting as representative or trustee of the holders, over assets of the joint venture or the partners outside the joint venture, up to the issue amount (Art. 8(5)). If misconduct causes a loss, any contractual security is enforced first and then the pledge (Art. 8(6)). Construction-contract issues require a pledge or similar security from the contractor where the price is paid in advance (Art. 9(5)).

The asset leasing company

Single purpose. Asset leasing companies are joint stock companies established exclusively to issue lease certificates (Capital Markets Law Art. 61(2)). They may not engage in any commercial activity outside their SPK-approved articles. They may not create real rights over their assets in favour of third parties, except as the articles permit, nor lease or transfer them against holders’ interests (Art. 61(3)). They may not borrow or use credit under any name (Communiqué III-61.1 Art. 12(5)).

Who may establish one. Founders are limited to six categories:

1. 1. Banks.
2. 2. Intermediary institutions with a portfolio brokerage, general custody or underwriting licence.
3. 3. Mortgage finance institutions.
4. 4. Listed real estate investment trusts.
5. 5. Public companies in the first and second groups under the SPK’s corporate governance rules, and companies rated investment grade.
6. 6. Companies at least 51% of whose capital is held directly by the Treasury.

Founders in categories 4 to 6 may establish an asset leasing company only for issues in which they are themselves the fund user (Art. 12(1)). Mergers, demergers and changes to the articles require SPK approval. So do share acquisitions and transfers that take a shareholder above or below 10%, 20%, 33% or 50% of capital, and any transfer of shares carrying management or voting privileges (Art. 12(3)).

Governance. The board must have at least three members, at least one of whom is independent under the SPK’s corporate governance rules (Art. 13(4)). Where the fund user and the founder are the same, significant transactions require the affirmative vote of the independent member or members. These include selling the assets or enforcing pledges granted for holders (Art. 13(6)). The board is responsible for collecting income from the assets and paying it to holders pro rata (Art. 13(7)). It may incur only the expenses required for the issue and the company’s continued operation, on arm’s length terms (Art. 13(8)).

Segregated accounts. The assets, income and expenses of each tranche are recorded separately. Balance sheet items are grouped by tranche, with the tranche nearest to redemption shown first (Art. 13(1)–(2)). This tranche-by-tranche accounting is what allows holders of one issue to identify the assets and income that belong to it.

Ring-fencing and priority of payment

The statutory shield. Until the certificates are redeemed, the assets and rights in the asset leasing company’s portfolio are protected, even if the issuer’s management or supervision is transferred to public institutions. They cannot be disposed of except for collateral purposes, pledged or given as security. They cannot be attached, including for the collection of public receivables, or included in a bankruptcy estate, and no interim injunction may be ordered over them (Capital Markets Law Art. 61(3); Communiqué III-61.1 Art. 4(3)).

Priority. If the issuer cannot meet its obligations on time, is placed under public administration, loses its licence or goes bankrupt, income from the portfolio assets is used first for payments to holders. The SPK may then take any measure necessary to protect holders’ rights (Capital Markets Law Art. 61(4)).

The exception for bank capital instruments. The ring-fencing sentence and the priority rule do not apply to lease certificates issued under the Banking Law where a participation bank is the fund user and the certificates qualify as additional Tier 1 or Tier 2 capital (Art. 61(6)). Holders of such instruments take bank capital risk, including the loss-absorption features of the Banking Law, and should not rely on the ring-fencing described above.

What the shield does not do. Ring-fencing protects what the asset leasing company holds. In an ownership-based issue, that is the asset itself. In management-contract and buy-sell issues, it is essentially a contractual claim on the fund user: the managed income in one case, the deferred sale price in the other. Holders are therefore exposed to the fund user’s ability to pay. The debt-issuance rules reflect this. When the issue limit of a debt instrument issuer is calculated, the nominal amount of outstanding unguaranteed management-contract and buy-sell lease certificates of which it is the fund user is deducted (Communiqué VII-128.8 Art. 9(4)(ç)).

Issuance, valuation, disclosure and registration

Offering. Lease certificates may be offered to the public or sold without a public offering, either by private placement or to qualified investors (Communiqué III-61.1 Art. 10(1)). They are issued in tranches within a ceiling approved by the SPK, and each tranche requires approval (Art. 10(3)). Publicly offered certificates must be listed on the exchange (Art. 10(4)). The SPK may require several protections: a guarantee of the payment obligations by a resident bank or another legal person, domestic sales only to qualified investors, or a rating of the certificates, the asset leasing company or the fund users (Art. 10(5)).

Contractual protection measures. At the application stage, the contracts must set out the measures the board will take if fund users or third parties fail to pay the asset leasing company. These include selling the underlying asset or right to compensate holders for possible losses (Art. 4(6)). Those contracts are the first place to look when a payment is missed.

Valuation. A valuation report by an authorised valuation company is mandatory in three situations. In ownership-based issues, it is required when the asset is transferred to the asset leasing company and when it is transferred on. In partnership issues, it is required when the project value is set and when non-cash contributions are made. In construction issues, it is required when the price is set and before the sale contract (Art. 11(1)). Valuations must follow international valuation standards and the SPK’s rules (Art. 11(2)). The issue amount may not exceed 90% of the fair value in ownership, partnership and construction issues (Arts. 5(3), 8(4) and 9(4)).

Disclosure. The approved prospectus is published on KAP. It must also appear, at the same time, on the website of the source institution or the asset leasing company (Prospectus Communiqué II-5.1 Art. 28(8)). Until redemption, the board prepares a quarterly investor report showing the income accrued on the underlying assets, the collections made and the payments to holders. It is published on KAP within five business days of the quarter end for public offerings. For other issues it is sent to the SPK and to holders (Communiqué III-61.1 Art. 15). The asset leasing company is otherwise subject to the SPK’s general rules on prospectuses, financial reporting, audit and disclosure (Art. 16(1)).

Registration. Lease certificates issued in Turkey must be issued in book-entry form with the MKK, and rights are tracked per holder (Art. 17(1)). Certificates issued abroad must also be registered with the MKK, but may be held in an omnibus account without accounts in holders’ names (Art. 17(2)). The SPK may grant an exemption at the issuer’s request. Basic issue information, including the ISIN, maturity, custodian and currency, must then be sent to the MKK within three business days (Art. 17(3)–(4)). MKK registration is explained in our guide to the MKK central registry.

Default, distress and enforcement

First line: the contracts. When a fund user or a third party fails to pay, the board of the asset leasing company acts under the measures fixed in the contracts at the application stage, which may include selling the underlying asset or right (Communiqué III-61.1 Art. 4(6)). In ownership-based issues, the asset leasing company can dispose of the assets directly (Art. 5(2)(c)). In partnership issues, the agreed security and then the pledge created for holders are enforced (Art. 8(6)). In construction issues where the price was paid in advance, the contractor’s security is available (Art. 9(5)). Where the founder is also the fund user, these decisions require the affirmative vote of the independent board members (Art. 13(6)).

Second line: the SPK. If the asset leasing company is found to act unlawfully, if its published financial statements show that its finances have deteriorated, or if its bankruptcy or gradual liquidation is ordered, the SPK may take any of the measures in Capital Markets Law Arts. 96, 97 and 98 (Communiqué III-61.1 Art. 14(1)). These range from orders to remedy breaches and restrictions or suspension of activities to the cancellation of authorisations (Art. 96(1)) and measures where an institution’s finances are seriously weakened (Art. 97(1)). Where a capital market institution goes bankrupt or into gradual liquidation, the SPK may also seek the personal bankruptcy of responsible shareholders holding more than 10% and of board members (Art. 98(1)). The SPK’s general power to protect holders under Art. 61(4) also applies.

No voluntary exit before holders are paid. An asset leasing company may not be voluntarily liquidated until the assets of each tranche have been sold where necessary and the holders paid. The board is responsible for compliance (Communiqué III-61.1 Art. 14(2)). If liquidation does begin, the holders of domestically issued certificates and the amounts due to them are determined from the MKK records on the day liquidation starts (Art. 14(3)).

Fund user insolvency. Where the fund user enters concordat or bankruptcy, the effect on its obligations to the asset leasing company is governed by the general insolvency rules of the Enforcement and Bankruptcy Law. Ring-fenced portfolio assets of the asset leasing company remain outside the fund user’s estate where title was validly transferred. A contractual claim on the fund user, however, is an ordinary claim in its insolvency. Ranking and concordat procedure are discussed in our insolvency guide.

Collective action. Capital Markets Law Art. 31/A provides for a holders’ board for debt instruments, with majority decisions binding dissenting holders, and for a stay of enforcement once terms are changed after a default. Lease certificates are a separate category of capital market instrument under Art. 61, and the Communiqué contains no equivalent holders’ meeting. Any mechanism for holder decisions or representation therefore needs to be checked in the prospectus, the issue document and the transaction contracts of each issue.

Investor remedies

Prospectus liability. Issuers are liable for losses caused by false, misleading or incomplete information in the prospectus. Where the loss cannot be recovered from them, the public offeror, the lead intermediary, any guarantor and the issuer’s board members are liable according to their fault. Those who prepare reports for the prospectus, such as auditors, rating agencies and valuation companies, are liable for their own reports (Capital Markets Law Art. 10). For lease certificates, the valuation reports required by Communiqué Art. 11 are central. Prospectus claims are discussed in our guide to prospectus and disclosure liability.

Board liability. The board’s duties to collect income and pay holders (Communiqué III-61.1 Art. 13(7)), to spend only on arm’s length terms (Art. 13(8)) and not to liquidate before holders are paid (Art. 14(2)) are expressly placed on the board. A culpable breach of duties under the law and the articles may give rise to liability of board members under the Commercial Code (Art. 553). That liability is owed to the company, its shareholders and its creditors.

Market abuse. Lease certificates are capital market instruments (Capital Markets Law Art. 61(1)). The insider dealing and market manipulation offences in Arts. 106 and 107 apply to transactions and orders in capital market instruments, and therefore to trading in listed lease certificates. Our guide to market manipulation under Article 107 explains the criminal and administrative routes.

Complaints to the SPK. Because the SPK supervises asset leasing companies and fund users, and may request any information and documents from them (Communiqué III-61.1 Art. 18), a complaint to the SPK can prompt the use of its powers under Arts. 61(4) and 96–98 of the Capital Markets Law. The SPK’s supervision of fund users is without prejudice to the banking legislation.

Treasury lease certificates under Law No. 4749

A separate regime. Lease certificates issued under Law No. 4749 Art. 7/A, and the asset leasing companies established under that article, are not subject to Communiqué III-61.1 (Communiqué Art. 1(2)). The Minister may establish asset leasing companies with private-law legal personality, or task publicly owned entities with doing so. These companies are not bound by the Commercial Code’s rules on formation, registration, audit, capital, liquidation and operation. They may enter into purchase, sale, buy-back, lease, lease-back, transfer and construction transactions. These may concern exchange-traded commodities, and securities, movables, immovables and intangible rights belonging to public institutions within the Law’s scope. Their articles are published in the Trade Registry Gazette (Law No. 4749 Art. 7/A(1)). The Undersecretariat of Treasury referred to in the Law has since been merged into the Ministry of Treasury and Finance.

Key features. The Treasury’s asset leasing companies may issue lease certificates in domestic and international markets, whether on exchanges, in other liquid markets or over the counter. For the term of the issue, no legal transaction contrary to the terms of issue may be made over the underlying assets, and this is annotated in the land register. For the purposes of the Central Bank Law and capital markets legislation, the certificates are subject to the rules applicable to securities issued by the Treasury. They are accepted as security in public procurement. Disputes between such a company and persons concerning its domestically issued certificates fall within the jurisdiction of the Ankara commercial courts of first instance (Art. 7/A(1)).

State property. The goods and assets of every kind belonging to these companies are treated as state property for the purposes of criminal and enforcement law, among other legislation (Art. 7/A(2)). State property cannot be attached (Enforcement and Bankruptcy Law Art. 82(1)(1)). Leasing transactions under the article are not subject to the Code of Obligations’ provisions on leases; the parties’ contract governs (Law No. 4749 Art. 7/A(2)). Holders of Treasury lease certificates thus rely on the sovereign’s payment, and enforcement against the underlying assets is not available.

Tax treatment in outline

Character of the income. Income from lease certificates issued by asset leasing companies is investment income in the same category as bond and Treasury bill interest (Income Tax Law Art. 75(2)(5)). Lease certificate income is also listed among the payments subject to corporate tax withholding (Corporate Tax Law Art. 15(1)(c)). Rates are set by Presidential decision and change from time to time, so they are not stated here.

Non-resident holders. Withholding on income from securities held through Turkish banks and intermediaries follows Income Tax Law Provisional Art. 67. Non-resident individuals and companies do not file returns for income from securities issued abroad by the Treasury, by asset leasing companies established under Law No. 4749 or by resident companies, whether or not that income was subject to withholding (Provisional Art. 67(7)). The position of foreign institutional investors, including treaty relief, is explained in our guide to taxation of foreign institutional investors in Turkey.

Asset transfers. Gains are exempt from corporate tax when source institutions sell assets to asset leasing companies for a lease certificate issue, on condition of buy-back at the end of the contract. Gains of the asset leasing company on the sale back to the source institution are exempt as well. The exempt gain must be kept in a special fund, and the exemption is clawed back if the gain is transferred elsewhere or the assets are sold to third parties (Corporate Tax Law Art. 5(1)(k)). Treasury asset leasing companies wholly owned by the Treasury are exempt from corporate tax (Art. 4(1)(o)).

Points for foreign institutional investors

Identify the structure. The first question for any issue is which of the five structures it uses and what the asset leasing company actually holds. Title to real estate with a direct power of disposal offers different protection from a deferred sale price owed by the fund user. The prospectus and the valuation reports answer this question.

Read the protection measures. The contracts must state what the board will do if the fund user does not pay (Communiqué III-61.1 Art. 4(6)). Investors should know these measures before a default, together with any guarantee, rating or qualified-investor restriction imposed by the SPK (Art. 10(5)).

Follow the investor reports. The quarterly reports show accrued income, collections and payments to holders (Art. 15). A gap between accruals and collections is an early signal of difficulty at the fund user.

Check the holding chain. For certificates issued abroad and held in an omnibus account at the MKK, the investor’s position depends on the records of its custodian and of the international clearing system (Art. 17(2)). This matters for proving entitlement if the asset leasing company is liquidated, when MKK records on the first day of liquidation decide (Art. 14(3)).

Distinguish bank capital instruments. Participation bank additional Tier 1 and Tier 2 lease certificates fall outside the ring-fencing and priority rules (Capital Markets Law Art. 61(6)).

Treasury exposure is sovereign exposure. Treasury lease certificates depend on the Treasury’s payment. Their underlying assets are treated as state property and cannot be attached, and domestic disputes go to the Ankara commercial courts (Law No. 4749 Art. 7/A; Enforcement and Bankruptcy Law Art. 82(1)(1)).

Frequently asked questions

What is a lease certificate?

A capital market instrument issued by an asset leasing company to finance assets or rights, entitling holders to the income from them in proportion to their shares (Capital Markets Law Art. 61(1)).

Who issues lease certificates?

Asset leasing companies, which are joint stock companies established exclusively for that purpose (Art. 61(2)).

Which structures are allowed?

Ownership, management contract, buy-sell, partnership and construction contract, or a combination (Communiqué III-61.1 Art. 4(1)).

Are the underlying assets protected from the issuer’s creditors?

Yes. Until redemption, portfolio assets cannot be pledged, attached, included in a bankruptcy estate or made subject to an interim injunction (Capital Markets Law Art. 61(3)).

Who is paid first if the issuer fails?

Income from the portfolio assets is used first for payments to holders (Art. 61(4)).

Does ring-fencing protect against the fund user’s insolvency?

Only for what the asset leasing company actually holds; in management-contract and buy-sell issues, holders depend largely on the fund user’s payments.

Do the protections apply to bank capital sukuk?

No. The ring-fencing sentence and the priority rule do not apply to participation bank additional Tier 1 and Tier 2 lease certificates (Art. 61(6)).

Is there a limit on the issue amount?

In ownership, partnership and construction issues, the amount may not exceed 90% of the fair value in the valuation report (Communiqué III-61.1 Arts. 5(3), 8(4) and 9(4)).

Must publicly offered lease certificates be listed?

Yes. They must trade on the exchange, and an application for listing is mandatory (Art. 10(4)).

How often must holders be informed?

The board prepares a quarterly investor report, published on KAP or sent to holders within five business days of the quarter end (Art. 15).

Can an asset leasing company borrow?

No. It may not borrow or use credit under any name (Art. 12(5)).

Can it be wound up voluntarily before holders are paid?

No. Each tranche’s assets must first be sold where necessary and holders paid (Art. 14(2)).

Is there a holders’ meeting as for bonds?

The Capital Markets Law’s holders’ board covers debt instruments (Art. 31/A); for lease certificates, the documents of each issue must be checked.

Where are Treasury lease certificate disputes heard?

Disputes concerning domestically issued Treasury lease certificates go to the Ankara commercial courts of first instance (Law No. 4749 Art. 7/A).

Do market abuse rules apply to lease certificates?

Yes. Lease certificates are capital market instruments, so the offences in Capital Markets Law Arts. 106 and 107 apply.

Related guides

• Turkey’s 2026 Fund and Market Manipulation Crisis: Legal Guide for Foreign Institutional Investors — the entry point to this series
• MSCI’s Turkey Index Freeze and the Legal Response
• Turkish Corporate Bond Default
• Insolvency in Turkey: Concordat and Bankruptcy Claims
• Prospectus and Disclosure Liability in Turkey
• The MKK Central Registry and Foreign Investors
• Market Manipulation under Capital Markets Law Article 107
• Taxation of Foreign Institutional Investors in Turkey
• Turkish Investment Fund Rules
• Real Estate Investment Trusts in Turkey
• Enforcing a Money Judgment in Turkey