How SPK Investigates: Inspections, Information Requests and Reports under Capital Markets Law Arts. 88–90, 102, 111, 113 and 115 and SPK’s 2025 Working Procedures Regulation

Every SPK decision on market abuse, every administrative fine and every criminal case under the Capital Markets Law starts with an inspection by SPK’s professional staff. The Capital Markets Law gives staff assigned by SPK’s President wide powers. They may request information and documents from any person, examine all books, records and information systems, including tax records, take written and oral statements and draw up minutes (Art. 89(1)). Searches may be carried out with a criminal judge of peace’s decision (Art. 89(3)). No one may refuse to provide information on grounds of confidentiality or secrecy under the Capital Markets Law or special laws (Art. 90(1)). Persons asked for information must keep the existence and nature of the inspection secret (Art. 90(2)). Failure to provide information is punishable by one to three years’ imprisonment (Art. 111(1)), and disclosing information requested in an inspection carries the same range (Art. 113). SPK’s Working Procedures Regulation, published on 19 November 2025, now sets out the types of reports, what they must contain, including the explanations and defences of the persons concerned, and how they reach SPK’s decision-making Board. A criminal investigation into capital markets offences requires SPK’s written application to the prosecutor, and SPK becomes a participating party once an indictment is accepted (Art. 115). This guide explains the process for foreign institutional investors, whether they are complainants, providers of information or subjects of an inspection. It reflects the legislation in force as at 26 October 2026.

Why the inspection process matters

In Turkish capital markets law, SPK stands between a suspected breach and almost every consequence that may follow. Administrative fines for market-disrupting acts and other breaches are imposed by SPK (Capital Markets Law Arts. 103 and 104). Measures such as trading bans are taken by SPK (Art. 101). A prosecutor may not investigate insider dealing, market manipulation or other offences under the Law unless SPK applies in writing (Art. 115(1)). The facts on which each of these steps rests are established in reports prepared by SPK’s professional staff.

A foreign institution may come into contact with this process in several ways. It may be a complainant that brings suspicious trading to SPK’s attention. It may receive a request for information, directly or through its Turkish broker, custodian or home regulator. Its trading may itself be examined as part of a wider inspection. Or it may later rely on an SPK report as evidence in a civil claim or criminal case. Each role carries different rights and obligations, and some of the obligations are backed by criminal sanctions.

This guide explains the statutory framework, the procedure set out in SPK’s 2025 Working Procedures Regulation and the role of Borsa Istanbul’s surveillance. It does not describe any particular inspection and does not suggest that any person is or has been under inspection.

The legal framework

The Capital Markets Law contains the core rules on inspections in Part Five, Chapter One (“Inspection, Search and Seizure”, Arts. 88–90). The duties of persons asked for information are backed by offences in Arts. 111 and 113. Arts. 115 and 116 govern the link with criminal proceedings, and Arts. 123, 133, 134 and 135 deal with the publication of decisions, the liability of SPK staff, court review and secrecy. SPK’s internal procedure is governed by the Regulation on the Working Procedures and Principles of the Capital Markets Board, published in the Official Gazette of 19 November 2025 and in force on publication (Regulation Art. 53). It was issued under Arts. 123(7) and 127(6) of the Law (Regulation Art. 3).

How an inspection starts

Planned and unplanned inspections. SPK sets materiality and priority principles and criteria for risk assessment. Inspections are carried out under a programme drawn up by SPK’s President on that basis. The President may also order inspections outside the programme on matters he considers need examination (Art. 88(2)). Only professional staff assigned by the President may exercise inspection powers (Art. 88(1)). The Regulation adds that staff may not carry out any inspection, examination, research or investigation, or collect or request information for that purpose, unless the President has assigned or authorised them (Regulation Art. 30(1)).

Sources of information. The Regulation describes several sources that may lead to an inspection. These are findings obtained by SPK on its own initiative, applications made by third persons and institutions, on-site examinations and quality control work. Where these suggest matters requiring an inspection or examination report, staff may prepare a preliminary assessment report proposing a more detailed inspection (Regulation Art. 9(4)). Examination reports may also be based on information gathered in SPK’s surveillance activities, information submitted to SPK and the monitoring of the press and media (Art. 10(1)(b)). Audit reports may be prepared outside an audit programme following a notification, complaint or other cause (Art. 11(1)).

Suspicious transaction reports. Investment firms and other capital markets institutions designated by SPK must report to SPK, or to another body designated by SPK, any information or matter giving rise to suspicion that a transaction constitutes insider dealing or market manipulation (Art. 102(1)). Those making such reports may not inform third persons, including the parties to the transaction, about the report or the persons reported. The only exceptions are courts, prosecutors and the Financial Crimes Investigation Board (MASAK) (Art. 102(2)). A foreign institution’s Turkish broker may therefore have reported on its trading without being able to tell it so.

Exchange surveillance. Borsa Istanbul operates its own surveillance system and reports to SPK when it identifies conduct contrary to capital markets legislation, in particular suspected insider dealing, manipulation or market-disrupting acts (Borsa Istanbul Regulation Art. 44(3)). This is described in more detail below.

Complaints by investors. An investor may bring suspected misconduct to SPK’s attention by a written application. The Regulation refers to SPK’s electronic application system (Regulation Art. 4(1)(b)). An application by a third person is one of the sources that may lead to a preliminary assessment and then to a full inspection (Art. 9(4)). The Regulation does not give a complainant the status of a party to the inspection. SPK decides whether to open one.

Powers of SPK’s inspectors

Scope. An inspection covers the activities and transactions of all institutions and organisations within the scope of the Capital Markets Law, and of other relevant natural and legal persons, as far as they relate to the capital markets provisions of the Law and other legislation (Art. 89(1)). An inspection is not therefore limited to licensed firms and listed companies. It may extend to any investor, adviser or other person whose activities or transactions are relevant.

What inspectors may do. Staff assigned to an inspection may (Art. 89(1); Regulation Art. 29(2)):

1. 1. request any information and documents they consider relevant to the capital markets provisions of the Law and other legislation;
2. 2. examine all books and documents, including tax records, and all records, including those kept electronically, as well as other media containing information and information systems;
3. 3. require access to these records and systems and take copies;
4. 4. inspect transactions and accounts;
5. 5. take written and oral statements from the persons concerned; and
6. 6. draw up the necessary minutes.

Duty to comply. The persons concerned must comply with these requests and sign the minutes. If a person refuses to sign, the reasons must be stated clearly in the minutes (Art. 89(2)). A person who does not provide information, documents or records, including electronic records, requested by SPK or by persons assigned under the Law, or does not provide them in the form requested, is punishable by one to three years’ imprisonment (Art. 111(1)). A person who prevents SPK or its assigned staff from performing their duties is punishable by six months to two years’ imprisonment, and if force or threats are used, additional penalties apply under the Criminal Code (Art. 111(2)).

Search. At the request of SPK’s President and on the decision of a criminal judge of peace, premises may be searched with police assistance. Books and documents found during the search that need to be examined are recorded in detailed minutes. Where examination on site is not possible, they are secured and taken to the inspector’s place of work (Art. 89(3)).

Identity and conduct of inspectors. Staff carry photo identity cards issued by SPK and must show them to the institution’s representatives, if asked, before starting an inspection or examination (Regulation Art. 31(1)–(2)). Unless otherwise decided, on-site inspections and examinations are carried out by at least two staff members (Art. 41(2)). With the President’s approval, outside support, including consultancy, information, equipment and technical assistance, may be obtained (Art. 41(3)). Inspectors must act seriously, with dignity and composure, avoid arguments, and try to be advisory and instructive about the application of the rules (Art. 42).

Internet content. In inspections under Arts. 104, 106 and 107, SPK may decide to remove internet content or block access to it. The decision is sent to the Association of Access Providers for implementation (Art. 101(3)). The use of social media in manipulation is discussed in our guide to social media manipulation and unlicensed advice.

Secrecy: what persons asked for information may and may not do

No secrecy defence. Natural and legal persons asked for information under Art. 89(1)–(2) may not refuse to provide it by relying on confidentiality and secrecy provisions in the Capital Markets Law or in special laws (Art. 90(1)). This overrides, for example, banking secrecy and the secrecy duties of investment firms. The interaction between SPK requests and bank and customer secrecy is explained in our guide to bank secrecy, customer secrets and personal data.

Duty to keep the inspection secret. The persons under examination, and the natural and legal persons, including public bodies, asked for information and documents about the matter, must keep the existence and nature of the inspection secret (Art. 90(2)). Anyone who discloses to others information or documents requested in an SPK examination or inspection is punishable by one to three years’ imprisonment and a judicial fine of up to five thousand days (Art. 113). A foreign institution that receives a request should therefore restrict internal circulation to those who need to know and take advice before discussing the request with third parties.

Secrecy on SPK’s side. SPK’s President, Board members and staff may not disclose secrets learned in the course of their duties to anyone other than those authorised under the Law and special laws, or use them for their own or others’ benefit. The same applies to persons providing outside support to SPK and their employees, and the duty continues after they leave (Art. 135(1); Regulation Art. 51). Staff must keep the documents, copies and electronic information obtained in inspections and take measures to prevent them falling into others’ hands (Regulation Art. 51(2)).

Reports under the 2025 Working Procedures Regulation

Five types of report. Staff record the results of their examinations, inspections, research and investigations in reports or in staff letters. Reports are divided into five groups: examination reports, audit reports, research and capital markets reports, investigation reports, and internal audit reports (Regulation Art. 9(1)–(2)). The first two are the ones that matter in market abuse cases:

1. 1. Examination reports (inceleme raporları) set out the results of examining applications to SPK, and the legal assessment of information obtained, compiled, gathered through surveillance or submitted to SPK, or obtained by monitoring the press. They also evaluate the defences taken from the persons concerned and provide the basis for Board decisions (Art. 10(1)).
2. 2. Audit reports (denetim raporları) are prepared by staff assigned to an inspection, or after an examination prompted by a notification, complaint or other cause. They show, based on books, records and documents, material facts and observations, the transactions and acts contrary to the legislation, the persons responsible and the evidence (Art. 11(1)).
3. 3. Investigation reports (soruşturma raporları) concern disciplinary investigations into SPK’s own units and staff, not market participants (Art. 13(1)).

Structure and content. A report has a heading, a body and a conclusion. The heading shows, among other things, the person examined, the subject and the legal basis of the examination. The body consists of an introduction and an examination and assessment section (Art. 15(1)–(3)). The examination and assessment section must set out the following clearly, in detail and with reasons (Art. 15(5)):

1. 1. the material facts and observations;
2. 2. the relevant legislation and its interpretation;
3. 3. the persons responsible;
4. 4. the inspector’s objective opinions and proposals based on concrete findings;
5. 5. the explanations and defences of the persons concerned and the views on them;
6. 6. where relevant, the opinions of other institutions and SPK units;
7. 7. a general assessment of the case; and
8. 8. the proposed actions or sanctions.

The conclusion states the results and, where a Board decision is required, concrete proposals capable of forming the basis of the decision (Art. 15(6)). The documents relied on are attached separately, each identified by name (Art. 17(2)).

Standards of drafting. Reports must be written in plain, formal language, without subjective or insinuating expressions or words that may offend the persons and institutions named. They must be clear, understandable and objective, must include all the information and documents in the file that were taken into account, and must avoid irrelevant detail (Art. 16(1)). They may not contain abstract assessments without a factual or legal basis, and may not use ambiguous wording to suggest or steer the Board’s decision (Art. 16(2)). These standards matter when an SPK report is later challenged in court or relied on as evidence. A finding that does not meet them is open to criticism.

Disagreements within SPK. If the head of department or the vice president responsible disagrees with the conclusion of a report, the proposal letter to the Board must set out both the report’s conclusion and the differing view (Arts. 18(2) and 22(2)). The Board therefore sees internal disagreements rather than a single filtered view.

From report to decision

Proposal letter. Files prepared in SPK’s units are submitted to the President with a proposal letter from the responsible vice president or head of department (Regulation Art. 18(1)). The proposal letter must at least state the subject of the application or examination, the conclusions of the report and their reasons, which parts the department accepts or does not accept, the final conclusions and, where a Board decision is required, concrete proposals for it (Art. 18(3)). The President places the matter on the agenda and the Board decides (Art. 22(3)).

The Board. SPK’s decision-making Board meets at least once every two weeks. Proposal letters on the agenda reach the members three days before the meeting, and meetings are confidential (Capital Markets Law Art. 123(1) and (5)). SPK performs its duties independently, its decisions are not subject to review of expediency, and no organ, authority or person may give it orders to influence its decisions (Art. 117(2)).

Defence before a fine. Before imposing an administrative fine, SPK must take the defence of the person concerned. If no defence is submitted within thirty days of notification of the request, the person is deemed to have waived the right (Art. 105(1)). The response to such a request is the principal opportunity to answer the findings before the Board decides. The Regulation requires the report to set out the defences and the views on them (Regulation Art. 15(5)).

Publication. Subject to the provisions of the Law, the Board publishes its decisions, mainly on the internet, except those whose publication it considers harmful to the national economy or public order (Capital Markets Law Art. 123(6)). Where an application or examination has been made public through the Public Disclosure Platform (KAP) or otherwise, the proposal letter must say so. In that case, unless the Board decides otherwise, the outcome is published in SPK’s bulletin (Regulation Art. 18(4)). Administrative fines, trading bans and criminal applications therefore regularly appear in SPK’s bulletin.

Possible outcomes and how they are reviewed

Administrative fines. Fines are challenged before the administrative courts (Art. 105(4)). The Misdemeanours Law’s general provisions apply to all acts punishable by administrative fines. Its provisions on challenges apply only where other laws do not provide otherwise (Misdemeanours Law Art. 3(1)). Because the Capital Markets Law provides for the administrative courts, the Misdemeanours Law’s route to the criminal judge of peace does not apply. Its limitation rules do apply: after the limitation period, no fine may be imposed. The period is three to five years depending on the amount of the fine and eight years for proportional fines, and where the act is also a crime, the limitation period for the crime applies (Misdemeanours Law Art. 20(2)–(5)). Where a misdemeanour is committed more than once before the decision, a single fine is imposed and doubled. Where a benefit was obtained or loss caused, the fine may not be less than three times the benefit or loss (Capital Markets Law Art. 105(2)). Half of the fines collected is transferred to the Investor Compensation Center (Art. 105(3)). Time limits for investor claims are discussed in our guide to limitation periods.

Criminal application. SPK’s written application is a procedural precondition for any investigation of offences defined in, or referred to by, the Capital Markets Law (Art. 115(1)). Once an indictment is accepted, a copy is served on SPK and it becomes a participating party (Art. 115(2)). The prosecutor may use SPK’s professional staff in the investigation, and SPK staff may attend when suspects or witnesses give statements (Art. 115(3)). If the prosecutor decides not to prosecute, SPK may object (Art. 115(4)). Cases are tried by criminal courts of first instance designated as specialised courts by the Council of Judges and Prosecutors (Art. 116). For the form of crypto asset embezzlement in Art. 110/A(3), special rules allow the prosecutor to act on SPK’s notification or, in urgent cases, on his own initiative (Art. 115/A). How investors can join criminal proceedings is explained in our guide to joining a criminal case as a foreign investor.

Court review of SPK decisions. Administrative actions against SPK decisions are heard by the administrative courts and treated as urgent (Art. 134). Claims for damages arising from SPK’s decisions, acts and actions under the Law, even if brought against SPK’s President, Board members or staff personally, are deemed to be brought against SPK and must be directed at SPK (Art. 133(4)). See our guide to suing the Capital Markets Board.

Access to the report. SPK reports are not generally published. The Right to Information Act excludes information relating to administrative investigations whose disclosure would, for example, endanger the security of the investigation or reveal a source that must remain confidential (Law No. 4982 Art. 19). It also excludes information relating to judicial investigations and prosecutions whose disclosure would endanger them (Art. 20). Material SPK provides to the prosecutor forms part of the criminal file. Where an investor takes part in the criminal proceedings, it may gain access through the file under the Code of Criminal Procedure. Evidence routes are explained in our guide to obtaining and preserving evidence.

The role of Borsa Istanbul

Borsa Istanbul has its own inspection and surveillance functions under the Regulation on Principles of Exchange Activities. Its inspections may cover trading members and their representatives, issuers and fund founders whose instruments are listed or traded, persons who give orders or trade, and other bodies subject to exchange rules (Borsa Istanbul Regulation Art. 42(1)). It operates a surveillance system to ensure that trading is reliable, transparent, efficient, stable, fair, honest and competitive, and to detect transactions contrary to the Law (Art. 43).

The exchange may warn the persons concerned, require breaches to be remedied and impose disciplinary penalties (Art. 44(1)). Its General Manager may take any preventive measure, including gross settlement and deposit requirements. Such measures may be taken by market, platform, instrument, issuer, trading member or person giving orders, on the exchange’s own initiative or at SPK’s written request (Art. 44(2)). Where it identifies conduct contrary to capital markets legislation, particularly suspected insider dealing, manipulation or market-disrupting acts, or grossly negligent or intentional breach of exchange rules, it reports to SPK (Art. 44(3)).

Like SPK, the exchange may request information and documents from trading members, issuers and persons giving orders or trading, examine their records and systems and take statements. Those concerned must comply and sign the minutes, and may not refuse to provide information on grounds of confidentiality or secrecy under special legislation (Art. 45). The exchange may cooperate and share information with foreign exchanges and international organisations on a reciprocal basis (Art. 46(2)). The exchange’s trading measures are explained in our guide to trading halts, the Watchlist Market and delisting.

International cooperation

Memoranda with foreign regulators. SPK may sign bilateral or multilateral memoranda of understanding with foreign regulators competent in capital markets. These cover the exchange of information and documents on the basis of reciprocity and professional secrecy, inspections of the Turkish offices, branches and subsidiaries of foreign market participants, and other cooperation (Capital Markets Law Art. 128(1)(d)). SPK joined the International Organization of Securities Commissions (IOSCO) in 1988 and was among the first signatories of the IOSCO Multilateral Memorandum of Understanding, which was approved at IOSCO’s annual conference in Istanbul in May 2002.

Use of information. Information and documents provided by SPK to foreign regulators under memoranda are not covered by SPK’s secrecy duty (Art. 135(2)). SPK must protect the secrets it obtains under memoranda or otherwise. It may use secret information in public offerings, licensing, supervision, monitoring compliance and administrative litigation against its decisions. Such information may be given, within criminal investigations and prosecutions, only to prosecutors and criminal courts, and to SPK’s President, members and staff requesting it in connection with criminal proceedings against them (Art. 135(2)). If a memorandum grants a clearly limited sharing authority, lacks reciprocity, or the counterparty is not subject to equivalent secrecy, the secrecy rules apply by analogy (Art. 135(3)).

Requests concerning foreign investors. Where SPK needs information about trading by a person outside Turkey, it may obtain records held in Turkey, from brokers, custodians and the Central Registry (MKK), using its powers under Art. 89, and may ask the relevant foreign regulator for assistance under a memorandum. A foreign institution may therefore receive a request from its home regulator that originates from an SPK inspection. Judicial cooperation in criminal matters, which follows a different route, is explained in our guide to suspects, evidence and assets abroad.

Points for foreign institutional investors

As a complainant. A written application to SPK can start a preliminary assessment and lead to a full inspection (Regulation Art. 9(4)). An application is more likely to be useful if it identifies the instruments, the period, the trading patterns or disclosures concerned and the provisions that may have been breached, and attaches the supporting data. SPK decides whether and how to inspect. An institution that wants to pursue civil claims should consider preserving its own evidence and observing limitation periods while SPK’s work continues.

As a recipient of a request. A request from SPK must be taken seriously: refusal or incomplete compliance is a criminal offence (Art. 111(1)), secrecy is not a defence (Art. 90(1)), and the inspection must be kept confidential (Arts. 90(2) and 113). At the same time, the request should come from staff assigned by SPK (Art. 88(1); Regulation Art. 30(1)), and its scope is limited to matters relating to the capital markets provisions of the Law and other legislation (Art. 89(1)).

As a subject. If the institution’s own trading is examined, the defence requested under Art. 105(1) and any statement given to inspectors will be recorded and assessed in the report (Regulation Arts. 10(1)(c) and 15(5)). The thirty-day period for a defence before a fine should be diarised from the date of notification.

As a user of SPK’s findings. A published SPK decision, such as a trading ban or a fine, shows that SPK has taken a measure. It does not by itself establish civil liability. Measures under Art. 101 are based on reasonable suspicion, and a decision to apply to the prosecutor does not establish that an offence was committed. The presumption of innocence applies to all persons named in SPK decisions until a final judgment.

Frequently asked questions

Who carries out SPK inspections?

Professional staff assigned by SPK’s President (Capital Markets Law Art. 88(1)). Staff may not inspect or request information without the President’s assignment or authorisation (Working Procedures Regulation Art. 30(1)).

Can SPK request information from investors who are not licensed?

Yes. Inspections cover the capital markets-related activities and transactions of all institutions within the Law and of other relevant natural and legal persons (Art. 89(1)).

What happens if a person does not provide the requested information?

Failure to provide information, documents or records, or to provide them in the form requested, is punishable by one to three years’ imprisonment (Art. 111(1)).

Can a bank or broker refuse on grounds of banking or customer secrecy?

No. Confidentiality and secrecy provisions in the Capital Markets Law or special laws are not grounds for refusing information to SPK (Art. 90(1)).

Can I tell others that I have received an SPK request?

The persons examined and those asked for information must keep the existence and nature of the inspection secret (Art. 90(2)). Disclosing information or documents requested in an inspection is punishable by one to three years’ imprisonment (Art. 113).

Can SPK search premises?

Yes, at the request of SPK’s President and on the decision of a criminal judge of peace, with police assistance (Art. 89(3)).

What is the 2025 Working Procedures Regulation?

The regulation on SPK’s working procedures, published in the Official Gazette on 19 November 2025 and in force on publication. It governs report types and content, proposal letters, staff powers and on-site inspections.

Does the inspection report include the defence of the person examined?

Yes. Reports must set out the explanations and defences of the persons concerned and the views on them (Regulation Art. 15(5)).

How long do I have to submit a defence before an administrative fine?

Thirty days from notification of the request. If no defence is given, the right is deemed waived (Capital Markets Law Art. 105(1)).

Can the prosecutor investigate manipulation without SPK?

No. An investigation of offences under the Capital Markets Law requires SPK’s written application, which is a procedural precondition (Art. 115(1)).

What is SPK’s role in a criminal case?

It becomes a participating party once the indictment is accepted. Its staff may assist the prosecutor, and it may object to a decision not to prosecute (Art. 115(2)–(4)).

Are SPK’s decisions published?

Yes, except where publication would harm the national economy or public order (Art. 123(6)). If an examination has become public, its outcome is published in the bulletin unless the Board decides otherwise (Regulation Art. 18(4)).

Can an investor obtain a copy of an SPK inspection report?

Not as of right. The Right to Information Act excludes information whose disclosure would harm administrative or judicial investigations (Law No. 4982 Arts. 19 and 20). Material SPK provides to the prosecutor forms part of the criminal file.

Where are SPK decisions challenged?

Before the administrative courts, as urgent matters (Capital Markets Law Arts. 105(4) and 134).

Does Borsa Istanbul also investigate?

Yes. It operates surveillance, may request information, take preventive measures and impose disciplinary penalties, and reports suspected abuse to SPK (Borsa Istanbul Regulation Arts. 42–45).

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
• Lease Certificates (Sukuk) in Turkey
• Inflation Accounting in Turkey: TMS 29 and the Tax Books
• Individual Application to Turkey’s Constitutional Court and the ECHR
• Privileged Shares in Turkish Listed Companies
• Enforcing a Money Judgment in Turkey
• Turkey’s Emissions Trading System and Climate Law No. 7552
• Anti-Money Laundering Rules for Foreign Investors in Turkey
• Recovering Investor Losses from Insurers in Turkey
• Service of Documents in Turkish Proceedings
• Voting at Turkish General Meetings from Abroad
• Derivatives in Turkey: VİOP, OTC and Leveraged Trading
• Market Manipulation under Turkish Law
• Insider Dealing in Turkey: Capital Markets Law Article 106
• Market-Disrupting Acts in Turkey: Capital Markets Law Art. 104
• Joining a Criminal Case in Turkey as a Foreign Investor
• Obtaining and Preserving Evidence in Turkey for Securities Claims
• Suing Turkey’s Capital Markets Board (SPK)
• Bank Secrecy, Customer Secrets and Personal Data in Turkey
• Limitation Periods for Investor Claims in Turkey
• Suspects, Evidence and Assets Abroad (Law No. 6706)