State-Controlled Listed Companies in Turkey: Türkiye Wealth Fund Law No. 6741, Privatisation Law No. 4046, Golden Shares and Minority Shareholder Protection

A number of large companies listed on Borsa İstanbul have the Turkish State as controlling or significant shareholder, through the Türkiye Wealth Fund (TVF), the privatisation framework or other public bodies. Foreign institutions holding these shares are minority shareholders in companies governed by three overlapping regimes. The first is Law No. 6741 on the Wealth Fund. Under its Art. 8(5), as re-enacted by Law No. 7573 in January 2026 after the Constitutional Court had annulled the earlier version, the Capital Markets Law and the Competition Law continue to apply to companies more than half owned by TVF. A long list of public-sector laws, including the Court of Accounts Law, public procurement law and the Privatisation Law, does not. TVF itself, its management company, its sub-funds and the companies they establish as dominant shareholder are outside the Capital Markets Law altogether. The second regime is the Privatisation Law No. 4046. It allows “golden shares” in strategic companies (Art. 13), requires public offerings and exchange sales to follow capital markets legislation (Art. 18(C)(f)) and contains its own insider dealing ban (Art. 7). The third is ordinary company and capital markets law, which contains specific rules for public shareholders: board representation and the public body’s liability for its representatives (Commercial Code Art. 334), voting privileges (Capital Markets Law Art. 28(2)) and independent directors (Communiqué II-17.1 Art. 6(2)). This guide explains these rules and what they mean for minority shareholders. It reflects the legislation in force as at 26 October 2026.

Why state control matters to minority shareholders

In an ordinary listed company, minority shareholders rely on the Capital Markets Law and the Commercial Code. These cover disclosure, related-party transactions, concealed profit transfers, tender offers on a change of control and directors’ liability. Where the controlling shareholder is the State, or an entity owned by the State, two things change. Some laws are expressly disapplied to the State’s vehicles. And some company-law rules contain special provisions for public shareholders, such as privileged shares that survive losses, or board representatives appointed and dismissed by a public body.

For a foreign institution, the questions are practical. Is the company still subject to SPK’s rules on related-party transactions and disclosure? Can the controller transfer its stake without triggering a tender offer? Can the State veto decisions through a golden share? Who answers for the acts of board members appointed by a public body? And which audit and oversight mechanisms replace the public-sector rules that no longer apply? This guide answers these questions from the statutes. It does not assess any particular company. Whether a given company falls into one of the categories below depends on its shareholding structure and history, which should be checked from its articles of association, KAP disclosures and the relevant decisions.

Three regimes

Türkiye Wealth Fund: structure and assets

Purpose and structure. Law No. 6741 (Official Gazette 26 August 2016) aims to add diversity and depth to the capital markets, bring public assets into the economy, raise external financing and participate in strategic, large-scale investments (Art. 1). It established the Türkiye Wealth Fund Management Company (Türkiye Varlık Fonu Yönetimi A.Ş.). The Company is attached to the Presidency, managed on professional principles and subject to private law (Art. 2(1)). The Company establishes the Türkiye Wealth Fund itself by registering the Fund’s internal rules with the trade registry, and may establish sub-funds (Art. 3(1)). A three-year strategic investment plan covering the Company, its subsidiaries, the Fund and the sub-funds is prepared by the Company’s board and takes effect on the President’s approval (Art. 3(2)).

Sources of assets. The Fund’s resources include assets and cash transferred by the Privatisation High Council, surplus public assets the President decides to transfer, and financing raised in domestic and international markets without the permissions and approvals required by the relevant legislation. They also include public shares in state economic enterprises, in commercial entities more than half owned by the State or other public legal persons, and in other State holdings, where the President decides to transfer them to the Fund or have them managed by the Company (Art. 4(1)). For each issue of capital market instruments, the Company may follow the methods in the Capital Markets Law if it needs to, in which case no SPK fee is paid (Art. 4(2)).

Protection of Fund assets. The Fund’s assets, and the assets transferred to the Company to manage, are separate from the Company’s own assets. Fund assets may not be given as security or pledged except for activities the Fund and sub-funds are authorised to carry out, including raising finance for the Fund’s account. They may not be disposed of for any other purpose. They may not be attached, even for the collection of public receivables, may not be made subject to an interim injunction and may not be included in a bankruptcy estate. The Company’s debts to third parties and the Fund’s receivables from the same third parties may not be set off against each other (Art. 7(1)).

For an investor with a claim, Art. 7 is significant. It protects the Fund’s own assets, not the assets of the listed companies in which the Fund holds shares. A listed company more than half owned by TVF remains a separate legal person with its own assets, subject to the Commercial Code (Art. 8(4)).

Which laws apply to TVF companies

Article 8(4) and (5) define how far TVF entities are subject to general law. The key provisions were rewritten by Law No. 7573 (23 January 2026), after the Constitutional Court annulled the previous versions (see the next section).

Private law applies. The Company, the Fund, the companies and sub-funds they establish as dominant shareholder, the companies and sub-funds in which they are founders or hold more than half of the capital by paying for it, and the subsidiaries of all of these are subject to private law. The companies among them are governed by the Commercial Code and their own special legislation, and the funds by their own legislation. Subject to the provisions of Law No. 6741, they cannot be made subject to legislation, restrictions or practices that apply in administrative and financial matters to public administrations or to companies more than half owned by the public sector (Art. 8(4)).

First group: laws disapplied in full. Article 8(5), first sentence, lists laws that do not apply to the Fund, the Company, the sub-funds and the other companies established by the Company or the Fund as dominant shareholder. The list includes the Court of Accounts Law No. 6085, and the Capital Markets Law No. 6362 together with the secondary legislation issued under it. It also includes the decrees on state economic enterprises and their personnel, the public procurement laws Nos. 4734 and 4735, the State Tender Law No. 2886, the Competition Law No. 4054, the Privatisation Law No. 4046, and several laws on public personnel, vehicles, housing and official announcements.

Second group: companies more than half owned. Article 8(5), second sentence, as re-enacted by Law No. 7573, deals with the companies and sub-funds in which the Fund, the Company or their dominantly held companies or sub-funds are founders or hold more than half of the capital, and with their subsidiaries. Subject to the audit rules in Art. 6, the laws listed in the first sentence do not apply to them, except for the Capital Markets Law, the Competition Law and Art. 12 of Decree-Law No. 631. In other words, for these companies the Capital Markets Law and the Competition Law do apply.

Duration. The exemptions in Art. 8(1)–(5) continue as long as the Fund, the Company or the sub-funds hold control of the company or sub-fund concerned, directly or indirectly (Art. 8(7)). A company that leaves TVF control therefore returns to the general regime that applies to it.

What the second sentence means in practice. For a listed company more than half owned by TVF, the minority shareholder’s main protections under the Capital Markets Law remain in force. These include disclosure obligations, related-party transaction rules and corporate governance under Art. 17, the concealed profit transfer rule in Art. 21 and SPK’s supervisory powers. The first sentence, by contrast, attaches to the TVF entities themselves. On its wording, obligations that capital markets legislation would place on those entities in their own right are not applied to them. How SPK applies this in a particular transaction, for example a transfer of shares to or from a TVF entity, should be checked against SPK’s decisions in that case. Our guide to mandatory tender offers explains the ordinary rules.

The Constitutional Court decisions and Law No. 7573

Article 8 has been reviewed by the Constitutional Court twice, and the current text is the result of legislative responses to those decisions. Because the applicable regime depends on the date, the sequence matters for any transaction or claim relating to past periods.

1. 1. 2016. Law No. 6741 entered into force on publication (Official Gazette 26 August 2016).
2. 2. 2020. Law No. 7244 added third and fourth sentences to Art. 8(5).
3. 3. 2022. Law No. 7407 (26 May 2022) amended Art. 8(4) and added a second sentence to Art. 8(5). It amended the exemptions in Art. 8(1)–(3) to refer to companies established by the Company or the Fund as dominant shareholder, added the duration rule in Art. 8(7) and, by Provisional Art. 2, applied the exemptions to companies and sub-funds established before it.
4. 4. 2023. The Constitutional Court annulled the third and fourth sentences of Art. 8(5) added in 2020 (decision of 1 June 2023, E.2020/56, K.2023/108), with effect from 1 May 2024.
5. 5. 2025. The Constitutional Court annulled Art. 8(4) and the second sentence of Art. 8(5) as amended in 2022 (decision of 17 June 2025, E.2022/91, K.2025/133), with effect from 5 December 2025.
6. 6. 2026. Law No. 7573 (23 January 2026) re-enacted Art. 8(4) and the second sentence of Art. 8(5) in their current form, applying from 5 December 2025, and extended the audit rules in Art. 6 to companies more than half owned by TVF entities.

The current second sentence expressly keeps the Capital Markets Law and the Competition Law applicable to companies more than half owned by TVF entities. Any analysis of conduct before 5 December 2025 should start from the text in force at the time, read together with the Constitutional Court decisions.

Audit and oversight

In place of the public-sector audit laws disapplied by Art. 8(5), Law No. 6741 sets its own audit regime:

1. 1. The Company, the Fund, the companies and sub-funds they establish as dominant shareholder, the companies and sub-funds in which they are founders or hold more than half of the capital, and their subsidiaries are subject to independent audit (Art. 6(1)).
2. 2. The Company complies with corporate governance rules under the Capital Markets Law (Art. 6(1)).
3. 3. The audited annual financial statements and activities of these entities are audited, under independent audit standards, by at least three central auditors appointed by the President who are experts in capital markets, finance, economics, public finance, banking or development. Their report is submitted to the President by the end of November each year (Art. 6(2), as amended by Laws Nos. 7546 and 7573).
4. 4. The Planning and Budget Committee of the Grand National Assembly reviews the previous year’s financial statements and activities by the end of January of the following year. It does so on the basis of the audit reports, which the Presidency submits to the Assembly by the end of December (Art. 6(3)).

For a listed company that is more than half owned by TVF, these mechanisms operate alongside its ordinary obligations as a listed company, including independent audit and public disclosure under the Capital Markets Law. They do not replace the shareholders’ rights to information and special audit under the Commercial Code. Our guide to financial reporting and audit failures explains the general rules.

Golden shares and strategic companies

Privatisation Law Art. 13. For companies in the privatisation programme, the Privatisation High Council may designate strategic sectors and companies. To protect the national interest in economic and security matters, including preventing monopolies, it may determine the number of privileged shares the State will hold in strategic companies once the public share falls below 50%. These shares give the State a say and approval rights over decisions of the companies’ competent bodies. The Council may also change the privileged shares and rights, and remove companies from the strategic category. Privileged shares must be created if more than 49% of the capital of five named entities is to be privatised: Türk Hava Yolları, T.C. Ziraat Bankası, Türkiye Halk Bankası, TMO Alkaloid Müessesesi and Türkiye Petrolleri (Art. 13).

Disclosure of privileges. All privileges existing at an initial public offering must be disclosed transparently and in understandable detail (Capital Markets Law Art. 28(1)). Investors should read a state-controlled company’s articles of association and offering documents for the precise privileged rights, which may cover board nominations, approval of specific decisions or both.

Privileges and losses. Under the Capital Markets Law, voting and board representation privileges in a public company are cancelled by SPK decision if the company makes losses in five consecutive years, unless its activities reasonably require otherwise. This rule does not apply where the privileged shares belong to public institutions (Art. 28(2)). A golden share held by a public body therefore survives a run of losses that would remove the privileges of a private controlling shareholder.

Privileges in majority publicly owned companies. In companies more than half owned by the State, local authorities and other public legal persons, or by unions, associations, foundations and cooperatives, no privilege may be created for other shares or groups, apart from privileges attached to those owners’ own shares. This prohibition does not apply to companies whose shares are traded on the exchange, or to credit and financial institutions (Commercial Code Art. 478(4)).

Public representatives on the board

Representation without shares. The State, provincial administrations, municipalities, villages and other public legal persons may be given, by a provision in the articles of association, the right to have representatives on the board of a joint stock company whose business is a public service, even if they are not shareholders (Commercial Code Art. 334(1)).

Dismissal and status. In such companies, representatives of public legal persons that are shareholders may be dismissed only by those public legal persons (Art. 334(2)). Representatives of public legal persons on the board have the rights and duties of members elected by the general meeting (Art. 334(3)).

Liability. Public legal persons are liable to the company, its creditors and its shareholders for the acts and transactions of their board representatives in that capacity, with a right of recourse against the representatives (Art. 334(3)). For a minority shareholder, this provision identifies an additional defendant where a board representative appointed by a public body causes loss in breach of duty. Our guide to directors’ and auditors’ liability explains the substantive liability rules.

Independent directors. Communiqué II-17.1 makes the independence criteria and nomination procedure mandatory for listed companies. Article 6(2) relaxes them for companies traded on the main markets whose main business is the use of a licence or concession granted by public bodies for a public service, or in which public bodies hold privileged shares. With SPK’s favourable opinion, two independence criteria do not apply to their independent directors. These are the requirement not to work full-time in public institutions after election (principle 4.3.6(1)(ç)) and the requirement not to have served on the board for more than six of the last ten years (principle 4.3.6(1)(g)). The nomination committee procedure in principle 4.3.7 also does not apply to their election. Our guide to corporate governance under Communiqué II-17.1 explains the general framework.

Privatisation sales, offerings and tender offers

Methods. Companies in the privatisation programme may be privatised by sale of assets or shares, in Turkey or abroad. Methods include public offering, block sale, block sale with deferred public offering, sale to employees, sale on the exchange by normal or special order, and sale to securities investment funds or trusts. They may also be privatised by lease, transfer of operating rights, creation of limited real rights and other legal transactions (Privatisation Law Art. 18(A)). Block sales of shares are tendered by negotiation (Art. 18(C)). Privatisation by public offering in Turkey or abroad, sale on the exchange, or sale to investment funds or trusts is subject to capital markets legislation (Art. 18(C)(f)).

Tender offers. SPK may, on application, exempt the acquirer from the mandatory tender offer obligation in the case of a sale of public shares in a public company within the privatisation programme (Communiqué II-26.1 Art. 18(1)(ç)). The exemption must be applied for within six business days after the obligation arises (Art. 18(2)). Other exemption grounds include transfers made to comply with legislation on the nature of shareholdings and acquisitions resulting from legal necessity (Art. 18(1)(f) and (g)). Minority shareholders should therefore watch for exemption decisions in SPK’s weekly bulletin when a public stake changes hands.

Insider dealing restrictions. Board members, auditors and other personnel of listed companies in the privatisation programme, and personnel of the Privatisation Administration, may not disclose undisclosed information they learn through their duties. Nor may they trade in the company’s securities, on or off the exchange, to obtain a financial benefit for themselves or others in breach of equal opportunity among market participants (Privatisation Law Art. 7(1)). Board members, auditors and general managers of programme companies more than half owned by the public sector, and personnel of the Administration and members of the Council, may not be parties, directly or indirectly, as beneficiaries to the privatisation of those companies. The prohibition extends to their spouses and children (Art. 7(1)). Breach is punishable by six months’ to two years’ imprisonment and a judicial fine of up to 10,000 days, which may not be less than three times the unjust gain (Art. 7(2)). These rules apply in addition to the insider dealing offence in Capital Markets Law Art. 106, explained in our guide to insider dealing.

Tax exemptions and litigation privileges

Tax. The Company, the Fund and the companies and sub-funds they establish as dominant shareholder are exempt from income and corporate tax. The exemption also covers withholding taxes on their earnings (Law No. 6741 Art. 8(1)). They also benefit from exemptions from certain municipal charges, property tax, land registry fees, stamp duty, fees, and banking and insurance transactions tax on specified transactions (Art. 8(2)–(3)).

Security in litigation. The same entities are exempt from any obligation to deposit security in lawsuits and enforcement proceedings (Art. 8(2)). In a dispute with one of them, an investor should expect that interim measures requested by the TVF entity will not be conditional on security. In an ordinary dispute, security is a standard condition, as explained in our guide to freezing assets in Turkey.

Duration. These exemptions continue only while TVF entities hold control, directly or indirectly (Art. 8(7)). They are not exemptions of the listed company’s other shareholders, whose own tax position is governed by the general rules.

Claims involving state-controlled companies

Because companies more than half owned by TVF entities are subject to private law and to the Capital Markets Law, a minority shareholder’s remedies against the company and its directors are, in principle, the ordinary ones.

1. 1. General meeting resolutions. Challenging resolutions under the Commercial Code, with the requirement to record dissent in the minutes. Our guide to shareholder rights covers the procedure.
2. 2. Related-party transactions and concealed profit transfer. Capital Markets Law Arts. 17 and 21, which apply to listed companies more than half owned by TVF entities under the second sentence of Art. 8(5). Our guide to concealed profit transfer explains the remedy.
3. 3. Liability of directors and of public bodies for their representatives. Commercial Code Arts. 334 and 553; for auditors, Capital Markets Law Art. 63.
4. 4. Disclosure-based claims. Prospectus and disclosure liability under Capital Markets Law Arts. 10 and 32 for public offerings, including privatisation offerings governed by capital markets legislation.
5. 5. Enforcement. The listed company’s own assets are available to its creditors in the ordinary way. The protection against attachment in Law No. 6741 Art. 7 covers the Fund’s assets, not those of the companies in which it holds shares.

Claims against a TVF entity itself in its capacity as controlling shareholder raise additional questions. These include whether the capital markets rules apply to it under the first sentence of Art. 8(5), how Art. 7 affects enforcement against Fund assets, and the exemption from security under Art. 8(2). These should be assessed against the facts and the text in force at the relevant time.

A working checklist

1. 1. Classify the company. Determine whether the controller is a TVF entity, the privatisation administration, the Treasury or another public body, and, for TVF, which group under Law No. 6741 Art. 8(5) the company falls into.
2. 2. Confirm the Capital Markets Law applies. For companies more than half owned by TVF entities, it does under the second sentence of Art. 8(5). For companies established by TVF entities as dominant shareholder, it does not.
3. 3. Read the articles for privileges. Identify golden shares, board nomination rights and approval rights, and note that public institutions’ privileges are not cancelled by the five-year loss rule (Capital Markets Law Art. 28(2)).
4. 4. Check the board. Identify representatives of public legal persons and any SPK opinion relaxing independence criteria (Communiqué II-17.1 Art. 6(2)).
5. 5. Monitor transfers of the public stake. Watch the SPK bulletin for tender offer exemptions (Communiqué II-26.1 Art. 18), and the Official Gazette and KAP for decisions transferring public shares to TVF (Law No. 6741 Art. 4(1)(d)).
6. 6. Date your analysis. For past conduct, apply the version of Law No. 6741 Art. 8 in force at the time, taking account of the Constitutional Court decisions of 2023 and 2025 and Law No. 7573.
7. 7. Use the general meeting. Ask questions, request information and record dissent where needed, as for any listed company.
8. 8. Identify the right defendant. Where loss is caused by a board representative of a public body, consider the public body’s liability under Commercial Code Art. 334(3).

Frequently asked questions

Does the Capital Markets Law apply to a listed company controlled by the Türkiye Wealth Fund?

If TVF entities are founders of the company or hold more than half of its capital, yes. The second sentence of Law No. 6741 Art. 8(5), as re-enacted by Law No. 7573, keeps the Capital Markets Law and the Competition Law applicable to such companies.

Which TVF entities are outside the Capital Markets Law?

The Fund, its management company, its sub-funds and the companies they establish as dominant shareholder (Art. 8(5), first sentence).

Which public-sector laws do not apply to companies more than half owned by TVF?

The laws listed in Art. 8(5), first sentence, other than the Capital Markets Law, the Competition Law and Art. 12 of Decree-Law No. 631. They include the Court of Accounts Law, the public procurement laws, the State Tender Law and the Privatisation Law.

What did the Constitutional Court decide?

It annulled the third and fourth sentences of Art. 8(5) added in 2020 (decision of 1 June 2023, effective 1 May 2024). It also annulled Art. 8(4) and the second sentence of Art. 8(5) as amended in 2022 (decision of 17 June 2025, effective 5 December 2025). Law No. 7573 re-enacted those provisions in their current form from 5 December 2025.

Can TVF assets be attached by creditors?

The Fund’s assets may not be attached, even for public receivables, may not be subject to interim injunctions and may not be included in a bankruptcy estate (Law No. 6741 Art. 7(1)). This protects the Fund’s assets, not those of the companies in which it holds shares.

How are TVF and its companies audited?

Through independent audit, an annual audit by at least three central auditors appointed by the President who report by the end of November, and review by the Planning and Budget Committee of the Grand National Assembly by the end of January (Art. 6).

What is a golden share in Turkish privatisation law?

A privileged share held by the State in a company designated as strategic, giving it a say and approval rights over decisions of the company’s competent bodies once the public share falls below 50% (Privatisation Law Art. 13).

In which companies is a golden share mandatory?

If more than 49% of their capital is to be privatised: Türk Hava Yolları, T.C. Ziraat Bankası, Türkiye Halk Bankası, TMO Alkaloid Müessesesi and Türkiye Petrolleri (Art. 13).

Can SPK cancel a public body’s privileged shares after five years of losses?

No. The cancellation rule in Capital Markets Law Art. 28(2) does not apply where the privileged shares belong to public institutions.

Is a public body liable for the board members it appoints?

Yes. Public legal persons are liable to the company, its creditors and its shareholders for the acts of their board representatives in that capacity, with recourse against the representatives (Commercial Code Art. 334(3)).

Are independent director rules relaxed for state-linked companies?

For companies whose main business uses a public licence or concession, or in which public bodies hold privileged shares, SPK may agree that two independence criteria do not apply and that the nomination committee procedure is not used (Communiqué II-17.1 Art. 6(2)).

Does a privatisation sale trigger a mandatory tender offer?

The acquirer may apply to SPK for an exemption within six business days after the obligation arises (Communiqué II-26.1 Art. 18(1)(ç) and (2)). SPK decides on the application.

Are privatisation public offerings subject to capital markets rules?

Yes. Privatisation by public offering, sale on the exchange or sale to investment funds or trusts is subject to capital markets legislation (Privatisation Law Art. 18(C)(f)).

Do TVF entities have to post security when they seek interim measures?

No. They are exempt from obligations to deposit security in lawsuits and enforcement proceedings (Law No. 6741 Art. 8(2)).

How long do the TVF exemptions last for a company?

As long as the Fund, the Company or the sub-funds control it, directly or indirectly (Art. 8(7)).

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