Real Estate Tokenization in Turkey

Real estate tokenization in Turkey operates within a regulatory landscape that, as of the time of writing, lacks a single consolidated framework specifically governing real-estate-backed tokens, with practitioners instead navigating an overlay of several distinct regulatory regimes that together establish the practical compliance perimeter. The framework that governs the relevant questions is set primarily by the Sermaye Piyasası Kanunu (Law No. 6362, the Capital Markets Law) administered through the Sermaye Piyasası Kurulu (SPK) governing securities issuance, public offerings, fund structures and capital markets activities; the crypto-asset service provider regime introduced through Law No. 7518 (effective 2 July 2024) adding m.35/B vd. to the Sermaye Piyasası Kanunu and establishing licensing requirements, minimum capital, custody standards and supervisory framework for crypto-asset platforms; the 5549 sayılı Suç Gelirlerinin Aklanmasının Önlenmesi Hakkında Kanun (the AML framework) administered through the Mali Suçları Araştırma Kurulu (MASAK), with the AML scope explicitly extended to crypto-asset service providers through the 7518 sayılı Kanun reforms; the 6698 sayılı Kişisel Verilerin Korunması Kanunu (KVKK / Personal Data Protection Law) administered through the KVKK Kurulu governing personal data processing including blockchain-context data; the Türk Ticaret Kanunu (Law No. 6102, TTK) governing the SPV structures supporting tokenized real estate; the Tapu Kanunu (Law No. 2644) and the Türk Medeni Kanunu (Law No. 4721) governing the underlying real estate ownership; the Gelir Vergisi Kanunu (Law No. 193, GVK) and the Kurumlar Vergisi Kanunu (Law No. 5520, KVK) governing the relevant taxation; the Türk Borçlar Kanunu (Law No. 6098, TBK) governing the underlying contractual frameworks including any smart-contract enforceability analysis; and the Çifte Vergilendirmeyi Önleme Anlaşmaları (ÇVÖA) Turkey has executed with most major investor jurisdictions providing cross-border coordination mechanisms. Practice may vary by authority and year.

An English speaking lawyer in Turkey advising on Turkish real estate tokenization will explain that the practical absence of a consolidated tokenization-specific framework produces both regulatory uncertainty and structural flexibility, with experienced practitioners navigating the landscape through structures that combine the SPK's existing fund and securities frameworks (notably Gayrimenkul Yatırım Fonları under SPK Communiqué III-52.3 and Gayrimenkul Yatırım Ortaklıkları under SPK Communiqué III-48.1) with TTK-based SPVs holding the underlying real estate and crypto-asset framework compliance under the post-7518 regime. The body of this guide walks through the legal classification framework distinguishing security tokens from utility tokens and asset-backed structures; the AML, KVKK and crypto-asset service provider compliance under the post-7518 framework; the SPV structuring under TTK with title integration through Tapu Müdürlüğü; the secondary market mechanics covering licensed trading venue coordination; the token holder rights and distribution architecture; the regulatory approval pathways including SPK Communiqué frameworks and the Kitle Fonlaması Tebliği III-35/A.2 crowdfunding option; the ongoing compliance and governance architecture; and the exit mechanisms with capital gains under GVK m.80 and KVK m.5/1-e analysis and ÇVÖA cross-border coordination. For procedural orientation on adjacent topics, our notes on real estate investment funds (GYF) in Turkey, escrow accounts in Turkey and real estate due diligence for foreigners can be read alongside this material.

1) Legal Classification Framework: SPK Regime under Law No. 6362 and Token Categorization

A lawyer in Turkey advising on token legal classification will explain that the threshold question for any real estate tokenization project is the substantive characterization of the token under the Sermaye Piyasası Kanunu (Law No. 6362) framework, with the characterization determining the applicable regulatory regime, the licensing and approval requirements, and the broader compliance perimeter. The procedure ordinarily considers security token characterization where the token represents an investment in real estate that produces returns through the efforts of others (passing the substantive securities test under SPK practice), with the resulting full SPK regime applicability covering issuance approval, prospectus requirements, and ongoing reporting obligations; utility token characterization where the token provides functional access to a platform or service rather than investment returns, with the lighter regulatory burden applicable to functional digital assets; asset-backed structure characterization where the token represents a beneficial interest in underlying real estate with structures potentially qualifying as fund interests, security tokens, or other categorical positions depending on the specific structural choices; and hybrid characterization scenarios where the token combines multiple economic features potentially producing layered regulatory treatment.

An Istanbul Law Firm advising on the structural-design implications will note that the legal classification choice substantively affects the structural architecture, the timing of regulatory engagement, and the broader operational mechanics. The procedure ordinarily considers the security-token pathway as the most regulatorily demanding but also the most operationally flexible for offering investment returns, requiring engagement with SPK's prospectus and offering frameworks; the utility-token pathway as the lighter regulatory option but with substantive constraints on the economic features the token can carry without inadvertent recharacterization as a security token; the GYF (Gayrimenkul Yatırım Fonu / Real Estate Investment Fund) overlay structure under SPK Communiqué III-52.3 as a potential vehicle for tokenized real estate where the token represents fund participation rights with the underlying SPK fund framework providing both regulatory clarity and structural integrity; the GYO (Gayrimenkul Yatırım Ortaklığı / Real Estate Investment Company) overlay structure under SPK Communiqué III-48.1 as an alternative for publicly-listed real estate vehicles; and the SPV-based structure where a TTK company holds the real estate and tokens represent rights against the SPV with the underlying token characterization analysis applying to the specific token-versus-share structural choices.

A Turkish Law Firm advising on the substantive economic feature analysis will note that the token's economic features substantially affect the regulatory characterization regardless of the project's marketing labels, with experienced practitioners treating the substantive analysis as the controlling factor rather than relying on intended classification. The procedure ordinarily considers the rental-income distribution mechanism where token-holder distributions tied to the underlying property's rental income strongly suggest investment-token characterization; the capital-appreciation-sharing mechanism where token holders share in property value appreciation strongly suggests investment-token characterization; the voting-rights mechanism where token holders vote on property management decisions can support either investment-token or fund-participation characterization depending on the broader structure; the redemption mechanism where token holders can redeem their tokens against the underlying property's value strongly suggests investment-product characterization; and the exit-event mechanism where specific events trigger token-holder distributions or redemptions can substantially affect the categorical analysis. The discipline outlined in our note on real estate investment funds (GYF) in Turkey covers the broader fund framework that may serve as the structural foundation for tokenized real estate. Practice may vary by authority and year. The substantive feature analysis must be conducted at design time rather than as a post-launch defensive position because regulatory recharacterization following launch can produce material consequences including required restructuring, regulatory enforcement exposure, and disruption to existing token-holder relationships. The procedure ordinarily considers the marketing-and-promotion review where promotional materials describing investment returns or capital appreciation prospects can support security-token characterization regardless of nominal token classification; the secondary market design review where active secondary trading infrastructure can support investment-product characterization; the redemption mechanism review where structured redemption rights can support investment-product characterization; the holder community profile review where targeting investor demographics rather than user demographics can support investment-product characterization; and the broader economic substance review focusing on whether the token's value derives primarily from third-party efforts producing investment-style returns versus from functional access to operating services.

2) AML, KVKK and Crypto-Asset Service Provider Compliance under Law No. 7518 (2024) and MASAK Framework

An English speaking lawyer in Turkey advising on the post-7518 crypto-asset compliance framework will explain that the 7518 sayılı Kanun (effective 2 July 2024) added m.35/B vd. to the Sermaye Piyasası Kanunu establishing the first consolidated regulatory framework for crypto-asset service providers (kripto varlık hizmet sağlayıcıları) in Turkey, with the framework producing substantive implications for any tokenization platform operating in or interacting with Turkish residents. The procedure ordinarily considers the licensing requirement where crypto-asset service providers must obtain SPK licensing meeting the substantive licensing criteria including minimum capital requirements, governance standards, custody arrangements and operational infrastructure; the operational standards including segregation of customer assets, custody arrangements meeting the regulatory specifications, anti-fraud and market-integrity controls, and ongoing reporting obligations; the AML extension where the 7518 sayılı Kanun explicitly extended the 5549 sayılı Suç Gelirlerinin Aklanmasının Önlenmesi Hakkında Kanun framework to crypto-asset service providers with the resulting MASAK supervisory framework; and the transition framework providing implementation timelines for existing and new market participants to achieve compliance with the new licensing and operational standards. The 7518 sayılı Kanun reform represents the most consequential regulatory development affecting Turkish crypto-asset and tokenization activity to date with implementation continuing through SPK secondary regulation development. Practitioners advising on tokenization projects must monitor SPK secondary regulation development closely because operational standards continue to evolve through the framework's implementation period and during the broader stabilization period extending across multiple subsequent years.

A lawyer in Turkey advising on the broader AML compliance framework will note that AML compliance for tokenization projects operates through both the general 5549 sayılı Kanun framework and the crypto-asset-specific extensions, with structured documentary and operational discipline supporting compliance across both layers. The procedure ordinarily considers the customer due diligence (CDD) framework requiring identification verification, beneficial ownership analysis and customer-risk-profile assessment for token purchasers; the enhanced due diligence (EDD) framework for higher-risk customer categories including politically exposed persons, customers from higher-risk jurisdictions, and customers exhibiting transaction patterns warranting enhanced scrutiny; the ongoing monitoring framework requiring continuous transaction monitoring against established customer-behavior baselines with suspicious activity reporting (STR) to MASAK where appropriate; the record-keeping framework requiring structured documentation supporting the AML compliance positions across the multi-year retention horizon; and the smart-contract integration where AML controls are technically embedded in token issuance and transfer mechanics through whitelist-based transfer restrictions and pre-transaction verification requirements.

A Turkish Law Firm advising on the KVKK (Kişisel Verilerin Korunması Kanunu) compliance dimension will note that tokenization platforms process substantial personal data including customer identity information, transaction records, beneficial ownership documentation and ongoing relationship data, with the resulting KVKK obligations under the 6698 sayılı Kanun framework requiring structured compliance discipline. The procedure ordinarily requires the data inventory mapping identifying all personal data categories processed; the lawful basis analysis establishing the legal basis (consent, contractual necessity, legal obligation, legitimate interest) for each processing category; the data subject rights framework supporting access, correction, deletion and other KVKK-recognized rights; the cross-border transfer framework addressing any data transfers outside Turkey through the KVKK Kurulu's adequacy framework or specific transfer mechanisms; and the breach notification framework supporting structured incident response and regulatory notification where data breaches occur. The blockchain context produces specific KVKK considerations including the immutability tension with deletion rights, the pseudonymization framework applicable to blockchain-recorded data, and the cross-border transfer issues arising from distributed-ledger architectures. Practice may vary by authority and year. The deletion rights tension deserves separate operational attention because the KVKK framework grants data subjects deletion rights for specific categories of personal data while blockchain architectures structurally resist deletion through their immutability features. The procedure ordinarily considers the architectural distinction between on-chain personal data (which is structurally immutable) and off-chain personal data linked to on-chain references (which can be modified or deleted at the off-chain layer); the data minimization framework where personal data is kept off-chain wherever feasible with only essential reference data on-chain; the pseudonymization framework where on-chain data uses pseudonymous identifiers (wallet addresses) rather than direct personal identifiers; the data subject rights handling framework providing alternative remedies (such as off-chain data deletion combined with reference invalidation) where on-chain deletion is structurally infeasible; and the cross-border data flow framework where distributed-ledger architecture inherently produces cross-jurisdictional data presence requiring structured KVKK transfer-mechanism compliance.

3) SPV Structuring under TTK and Title Integration with Tapu Müdürlüğü

An Istanbul Law Firm advising on SPV structuring for tokenized real estate will note that TTK-based SPVs (anonim şirket or limited şirket structures under the Türk Ticaret Kanunu, Law No. 6102) typically serve as the legal owner of the underlying real estate with tokens representing rights against the SPV rather than direct ownership in the property, with the structural choice substantially affecting both the token mechanics and the broader compliance framework. The procedure ordinarily considers the SPV vehicle selection between anonim şirket (joint stock company supporting share-based structures with potentially broader investor pools) and limited şirket (limited liability company with simpler governance but lower investor scalability); the SPV's articles of association (esas sözleşme / şirket sözleşmesi) drafting to support the tokenization architecture including share class structuring, transfer restrictions, governance mechanics and exit triggers; the SPV's capitalization structure supporting the property acquisition including any debt financing, mezzanine financing or equity layering; the SPV's tax-residency analysis under Turkish tax-residency rules producing KVK applicability for the SPV's income and capital gains; and the SPV's regulatory positioning where the SPV may need to coordinate with multiple regulatory frameworks depending on the specific structure.

A lawyer in Turkey advising on the title integration mechanics will note that Turkish real estate ownership operates through the Tapu (title deed) registry administered by the Tapu Müdürlüğü under the Tapu Kanunu (Law No. 2644) framework, with the registry's record-of-truth function producing specific implications for any tokenization architecture. The procedure ordinarily registers the underlying real estate in the SPV's name through the Tapu Müdürlüğü with the SPV becoming the legal owner of record; the token holders' rights operate through the SPV's corporate framework rather than through direct registry annotations; the TAKBİS (Tapu ve Kadastro Bilgi Sistemi) digital registry maintains the SPV's ownership record with the standard registry mechanics applicable to corporate property ownership; the SPV's title transfer to subsequent purchasers (in exit scenarios) operates through standard Tapu Müdürlüğü transfer procedures; and the registry framework does not currently support direct token-based or blockchain-based ownership recording, with the resulting indirect ownership architecture being the practical operating model for current tokenization projects.

A Turkish Law Firm advising on the SPV governance architecture will note that the SPV's governance framework substantially affects token-holder rights, dispute resolution mechanisms and exit pathways, with the governance design warranting careful structuring to support both regulatory compliance and practical token-holder protection. The procedure ordinarily considers the board composition framework reflecting both sponsor-side and investor-side representation where the structure supports such mechanics; the shareholder agreement (pay sahipleri sözleşmesi) supplementing the articles of association with detailed token-holder rights, transfer restrictions, and exit mechanics; the dispute resolution mechanisms including arbitration clauses (potentially through ISTAC / İstanbul Tahkim Merkezi or other institutional arbitration) supporting structured resolution of token-holder disputes; the minority protection framework under TTK protecting minority token-holders from majority abuse; and the broader corporate compliance framework including ongoing reporting, tax compliance and other corporate-vehicle obligations beyond the property-specific framework. The discipline outlined in our note on escrow accounts in Turkey covers transaction-protection mechanisms relevant to the broader tokenization architecture. Practice may vary by authority and year. The governance scope-and-allocation dimension deserves separate operational attention because the practical operability of tokenized real estate depends on appropriate balance between sponsor-side decision-making efficiency and token-holder participation rights. The procedure ordinarily considers the major-decision matrix identifying decisions reserved for token-holder vote (typically including property dispositions, SPV-level structural changes, exit triggers, and major capital-event decisions) versus decisions delegated to sponsor or management (typically including ordinary operational decisions, leasing within established parameters, routine maintenance and repair decisions, and tax and compliance administration); the supermajority requirements for specific high-impact decisions where simple majority would not adequately protect minority interests; the economic-rights-modification protection where token-holders' core economic rights are protected against modification through specific governance mechanisms; the deadlock resolution framework providing structured pathways where token-holder voting produces governance deadlocks; and the broader minority-protection framework under TTK supplementing the token-specific protections where the underlying corporate-vehicle framework provides additional protection layers.

4) Secondary Market Mechanics, Token Transferability and SPK-Licensed Trading Venue Coordination

Turkish lawyers who advise on secondary market mechanics for real estate tokens will note that the secondary market architecture substantially affects token liquidity, regulatory compliance and the overall investor experience, with the post-7518 framework producing specific considerations for trading-venue selection. The procedure ordinarily considers the licensed crypto-asset platform pathway where SPK-licensed crypto-asset service providers under the post-7518 framework support compliant secondary trading; the SPK-licensed securities trading platform pathway where security-token characterization supports trading on traditional securities-trading infrastructure including BIAŞ (Borsa İstanbul); the peer-to-peer transfer pathway with technical and compliance constraints affecting the practical feasibility of fully decentralized transfer; and the hybrid pathway combining elements of regulated platform trading with limited peer-to-peer flexibility supporting specific transfer categories within the broader regulatory framework.

An English speaking lawyer in Turkey advising on the transfer-restriction architecture will note that compliant tokenization typically incorporates structured transfer restrictions ensuring that all secondary transfers comply with the underlying regulatory framework, with the technical implementation of these restrictions operating through smart-contract-level controls. The procedure ordinarily considers whitelist-based transfer restriction where only KYC-verified addresses can hold or receive tokens with the resulting transfer-control discipline operating at the smart-contract level rather than through external enforcement; lock-up period restrictions where tokens cannot be transferred during specified initial periods supporting both regulatory compliance and orderly market development; jurisdictional restrictions where transfers to addresses associated with specific jurisdictions are prevented to manage cross-border regulatory exposure; transaction-size restrictions where transfers above specified thresholds trigger enhanced compliance review; and category-specific restrictions where specific token categories or holders face specialized transfer treatment.

An Istanbul Law Firm advising on the trading venue coordination will note that secondary trading through SPK-licensed venues produces specific procedural requirements that the tokenization architecture must support from initial design rather than as post-launch adaptation. The procedure ordinarily considers the listing application process requiring detailed technical and legal documentation supporting the venue's listing review; the ongoing reporting obligations to the trading venue covering token-holder activity, corporate events affecting token mechanics, and any structural changes affecting token rights; the market-integrity controls including market-making arrangements where applicable, abuse prevention mechanisms, and ongoing surveillance integration; the custody framework supporting token-holder asset protection through the trading venue's custody infrastructure; and the dispute resolution interface between platform-level disputes and SPV-level governance providing structured resolution pathways for various dispute categories. Practice may vary by authority and year. The pre-launch venue selection dimension deserves separate operational attention because venue selection affects the broader token architecture in ways that retrofitting after launch becomes difficult or commercially infeasible. The procedure ordinarily considers the licensing-status verification confirming the venue's current SPK licensing status and any regulatory enforcement history; the technical-standards alignment confirming the venue's technical infrastructure supports the specific token's smart-contract architecture and operational mechanics; the operational-cost analysis covering listing fees, ongoing fees and any specific cost-allocation mechanics; the user-base analysis confirming the venue's user demographic aligns with the project's target investor profile; and the broader strategic alignment confirming the venue's broader positioning supports the project's longer-term operational goals including potential cross-listing, secondary venue addition, or structural evolution scenarios.

5) Token Holder Rights, Distributions and Governance Architecture

An Istanbul Law Firm advising on token-holder rights architecture will note that real estate token-holders typically expect rights paralleling traditional shareholder rights but operating through the specific tokenization architecture, with structured rights design supporting both investor expectations and regulatory compliance. The procedure ordinarily considers economic rights including pro-rata distributions tied to underlying property economics (rental income distributions, capital appreciation participation); voting rights covering specified governance matters including major property decisions, SPV-level governance changes, and exit triggers; information rights covering periodic reporting on property performance, SPV financial position, and market-relevant developments; and exit rights including buyback mechanisms, redemption windows and SPV-liquidation distribution rights. The specific rights bundle substantially affects the token's regulatory characterization with investment-style rights reinforcing security-token characterization and access-style rights supporting utility-token characterization where structurally appropriate.

A lawyer in Turkey advising on the distribution mechanics will note that distribution architecture must integrate the underlying property economics, the SPV-level financial flows, the token-level distribution rules, and the broader tax framework producing operational complexity that the technical architecture should accommodate from initial design. The procedure ordinarily considers the rental income distribution mechanism where the SPV's rental income (after operating expenses, debt service, reserves and applicable taxes) flows to token holders pro rata to their token holdings; the capital appreciation participation where significant property value changes can produce token-holder distributions through specific event triggers; the dividend distribution withholding tax framework under Turkish tax law affecting both Turkish-resident and foreign-resident token holders with potential ÇVÖA modification; the technical distribution mechanism whether through direct on-chain distribution to token-holder addresses or through off-chain distribution systems with on-chain confirmation; and the multi-currency distribution framework supporting Turkish lira, foreign currency and potentially stablecoin distribution options depending on the specific structure.

A Turkish Law Firm advising on the token-holder governance architecture will note that governance design substantially affects the practical operation of tokenized real estate vehicles with structured governance supporting both efficient decision-making and appropriate protection of minority token-holders. The procedure ordinarily considers the governance scope distinguishing matters reserved for token-holder vote (major property decisions, exit events, SPV structural changes) from matters delegated to sponsor or management (routine operational decisions, ordinary leasing decisions, day-to-day property management); the voting mechanism (simple majority, supermajority, or specialized voting frameworks for specific matter categories); the meeting and notice mechanics supporting both physical and virtual token-holder meetings with appropriate quorum and procedural integrity; the proxy and delegation framework supporting absent token-holders' participation; and the dispute resolution framework providing structured pathways for governance disputes including potential ISTAC arbitration or specialized resolution mechanisms. Practice may vary by authority and year. The dispute resolution architecture for tokenized real estate vehicles deserves separate operational attention because the multi-layered structure produces specific dispute categories that benefit from structured pathway design. The procedure ordinarily considers token-holder-versus-token-holder disputes addressing intra-investor conflicts; token-holder-versus-sponsor disputes addressing fiduciary or contractual conflicts; SPV-level disputes affecting the broader corporate-vehicle governance; technical and operational disputes affecting platform-level operations; and regulatory-interface disputes where regulatory interpretation or enforcement actions affect the broader vehicle. Each category benefits from purpose-designed pathways rather than uniform dispute-resolution treatment.

6) Regulatory Approvals: SPK Communiqué Pathways, Kitle Fonlaması Tebliği III-35/A.2 and GYF/GYO Overlay

An English speaking lawyer in Turkey advising on the regulatory approval pathways will explain that real estate tokenization projects can pursue several alternative regulatory pathways depending on the project's structure, scale and target investor base, with the pathway selection substantially affecting the timing, cost and operational mechanics. The procedure ordinarily considers the GYF (Gayrimenkul Yatırım Fonu / Real Estate Investment Fund) pathway under SPK Communiqué III-52.3 where tokens represent fund participation rights with the underlying GYF framework providing structural integrity, regulatory clarity and SPK-supervised governance; the GYO (Gayrimenkul Yatırım Ortaklığı / Real Estate Investment Company) pathway under SPK Communiqué III-48.1 where tokens could theoretically represent share-based interests in publicly-listed real estate vehicles though the practical application to tokenization remains evolving; the kitle fonlaması (crowdfunding) pathway under the SPK Kitle Fonlaması Tebliği (III-35/A.2) supporting paya dayalı (equity-based) and borçlanmaya dayalı (debt-based) crowdfunding through SPK-licensed platforms with specific limits and operational requirements (though direct application to property tokenization remains constrained); and the bespoke security-token offering pathway requiring full SPK prospectus and offering process for non-fund security-token structures.

A lawyer in Turkey advising on the GYF pathway will note that the Gayrimenkul Yatırım Fonu structure under SPK Communiqué III-52.3 provides the most established regulatory pathway for tokenized real estate, with the underlying fund framework supplying both regulatory clarity and structural support for token-based investor relationships. The procedure ordinarily considers the GYF establishment through a portföy yönetim şirketi (portfolio management company) under SPK Communiqué III-55.1 with appropriate licensing and operational infrastructure; the asset pool structure where the GYF holds Turkish real estate without separate legal personality but with the portfolio management company managing the assets and the assets held by a saklayıcı kuruluş (custodian); the participation certificate framework supporting investor relationships through SPK-regulated mechanisms; the appraisal framework requiring SPK-licensed gayrimenkul değerleme şirketi appraisals under SPK Communiqué III-62.1 for portfolio assets; and the broader regulatory framework including ongoing reporting, valuation, audit and supervisory mechanics through the SPK regulatory infrastructure.

An Istanbul Law Firm advising on the kitle fonlaması framework will note that the SPK Kitle Fonlaması Tebliği (III-35/A.2) supports both paya dayalı (equity-based) and borçlanmaya dayalı (debt-based) crowdfunding through SPK-licensed crowdfunding platforms with specific limits, operational requirements and investor-protection frameworks, with the framework's application to real estate tokenization remaining structurally constrained but potentially relevant for specific project categories. The procedure ordinarily considers the platform licensing requirement where the crowdfunding platform must obtain SPK licensing supporting the substantive operational standards; the campaign-level limits including maximum capital raise per campaign and per period; the investor-level limits including maximum investment per investor over specified periods (with differentiated limits for retail and qualified investors); the project information disclosure requirements supporting investor information needs; the success-threshold framework where campaigns must reach minimum threshold levels for completion; and the post-campaign ongoing obligations including reporting, communication, and operational discipline supporting the long-horizon investor relationship. The post-campaign reporting cadence and structural integrity directly affect investor protection where the kitle fonlaması framework operates as a quasi-public-offering mechanism requiring ongoing transparency well beyond the initial campaign period. Practice may vary by authority and year.

7) Ongoing Compliance, Token Holder Governance and Continuous Reporting

A Turkish Law Firm advising on ongoing compliance frameworks will note that tokenized real estate vehicles operate under continuous compliance obligations across multiple regulatory frameworks simultaneously, with the resulting compliance architecture requiring structured operational discipline beyond the initial launch-stage compliance focus. The procedure ordinarily considers the SPK reporting obligations under the applicable regulatory pathway covering periodic financial reporting, material change reporting, and any specific regulatory event reporting; the corporate compliance obligations under TTK including financial statement preparation, audit obligations (where threshold-applicable), shareholder meeting mechanics, and broader corporate governance compliance; the AML continuous monitoring obligations under the 5549 sayılı Kanun and the post-7518 crypto-asset framework requiring ongoing customer monitoring, transaction surveillance and suspicious activity reporting; the KVKK ongoing compliance under the 6698 sayılı Kanun including data subject rights handling, breach notification, and ongoing data processing legitimacy; and the tax compliance obligations covering both SPV-level taxation under KVK and various distribution-level tax mechanics affecting token-holder tax positions.

Turkish lawyers who advise on the token-holder governance architecture for ongoing operations will note that effective governance during the operational phase requires structured mechanisms supporting both routine decision-making and exception-event handling, with the design substantially affecting the practical investor experience. The procedure ordinarily considers the regular reporting cadence supporting token-holder information needs through structured periodic reports covering property performance, SPV financial position, distribution flows, and any material developments; the meeting framework supporting both regular annual meetings and event-driven extraordinary meetings with appropriate notice, quorum and procedural integrity; the voting mechanics supporting token-holder participation including proxy mechanisms for absent holders and digital voting infrastructure where applicable; the communication framework supporting both formal regulatory communications and informal investor relations communications; and the exception-event management framework providing structured pathways for handling unusual events including property emergencies, regulatory developments, market disruptions, or other circumstances requiring rapid coordination.

An English speaking lawyer in Turkey advising on the regulatory-evolution monitoring will note that real estate tokenization in Turkey operates within an evolving regulatory landscape with frequent developments affecting the broader compliance perimeter, with structured regulatory monitoring supporting timely adaptation rather than reactive compliance scrambling. The procedure ordinarily considers SPK regulatory development monitoring covering communiqué updates, regulatory guidance, enforcement positions and supervisory developments; MASAK regulatory development monitoring covering AML framework updates affecting both general AML compliance and crypto-asset-specific compliance; KVKK regulatory development monitoring covering personal data framework updates affecting blockchain-context data processing; the broader market development monitoring including industry-practice evolution, technology developments affecting token mechanics, and competitive landscape developments; and the structured response framework supporting timely adaptation through governance approval, technical implementation, and stakeholder communication. Practice may vary by authority and year. The post-7518 framework specifically remains in active implementation phase with ongoing SPK secondary regulation development establishing the substantive operational standards for crypto-asset service providers, with the resulting regulatory landscape requiring particularly intensive monitoring attention during the framework's stabilization period. Practice may vary by authority and year.

8) Exit Mechanisms, SPV Liquidation, Capital Gains under GVK m.80/KVK and ÇVÖA Coordination

An Istanbul Law Firm advising on exit architecture for tokenized real estate will note that exit pathways must accommodate both individual token-holder exits during the project's operational phase and project-level exits through eventual property disposition or SPV liquidation, with the structural design supporting both pathway categories. The procedure ordinarily considers individual exit pathways including secondary market sales through licensed trading venues, peer-to-peer transfers within the structural restrictions, and any structured buyback mechanisms supporting periodic individual liquidity windows; project-level exit pathways including property disposition with proceeds distribution to token holders, SPV-level share-sale with the SPV continuing under new ownership, SPV liquidation with asset distribution to token holders, and refinancing or restructuring supporting continued operations under modified terms; and the structural-design implications where exit-pathway feasibility depends on choices made at structuring time rather than being available as post-event options.

A lawyer in Turkey advising on the capital gains taxation framework will note that token-holder capital gains taxation operates through different frameworks depending on the holder's category (individual versus corporate, Turkish-resident versus foreign-resident), with structured tax-position planning supporting realistic after-tax return projections. The procedure ordinarily considers individual Turkish-resident token-holder taxation under GVK m.80 (değer artış kazancı / value-increase gains) where dispositions within five years of acquisition typically produce taxable capital gains with specific calculation rules and exemption thresholds; corporate Turkish-resident token-holder taxation under KVK where dispositions produce ordinary corporate income subject to corporate income tax with potential KVK m.5/1-e 75 percent exemption for qualifying real-estate-related dispositions held at least two years (with the technical analysis depending on whether token dispositions qualify under the m.5/1-e framework given the substantive characterization of token holdings); foreign-resident token-holder taxation under the limited Turkish tax-jurisdiction framework with potential ÇVÖA modification depending on the applicable treaty; and the SPV-level taxation interaction where the SPV's tax position affects the broader distribution and exit economics flowing to token holders.

A Turkish Law Firm advising on the cross-border ÇVÖA coordination will note that the ÇVÖA framework substantially affects foreign-resident token-holder tax positions across rental distributions, capital gains and SPV liquidation distributions, with structured documentary discipline supporting treaty-benefit claims. The procedure ordinarily considers the residency-tiebreaker analysis determining which jurisdiction's tax-residency applies for treaty purposes; the source-of-income allocation rules determining which jurisdiction has primary taxing rights for various income categories with real estate income typically following the situs principle; the credit-or-exemption methods relieving double taxation where both jurisdictions have valid taxing rights; the certificate-of-residency (mukim belgesi) documentation supporting treaty-benefit claims through Turkish-side procedural requirements; and the technical documentary chain supporting both Turkish-side compliance and home-country compliance across the multi-year tax horizon. The discipline outlined in our note on real estate due diligence for foreigners covers the broader cross-border framework supporting consistent positioning across multiple regulatory and tax interfaces. Practice may vary by authority and year. The treaty-specific real estate provisions deserve separate operational attention because the various ÇVÖA treaties Turkey has executed produce different specific allocations for real-estate-derived income that materially affect realized after-tax returns for foreign-resident token holders. The procedure ordinarily considers the immovable property article (typically Article 6 of OECD-model-based treaties) where rental income from the underlying real estate is typically allocated primarily to the situs jurisdiction (Turkey) regardless of the holder's residence; the capital gains article (typically Article 13 of OECD-model-based treaties) where capital gains on dispositions of real-estate-rich entities or interests can be allocated to the situs jurisdiction under specific frameworks affecting the practical taxation of token dispositions; the dividend article (typically Article 10 of OECD-model-based treaties) where distributions characterized as dividends face the treaty-modified withholding framework with specific rates depending on the treaty and the holder's qualifying status; the residence article (typically Article 4 of OECD-model-based treaties) where residency-tiebreaker rules determine which jurisdiction's tax-residency applies; and the documentary chain through mukim belgesi issuance and Turkish-side acceptance supporting treaty-benefit claims through structured procedural mechanisms.

9) Frequently Asked Questions for Tokenization Sponsors and Token Investors

1. Is real estate tokenization legal in Turkey? Real estate tokenization operates within an evolving regulatory landscape that, as of the time of writing, lacks a single consolidated tokenization-specific framework. Practitioners navigate the area through overlay structures combining the Sermaye Piyasası Kanunu (Law No. 6362) framework, the post-7518 sayılı Kanun (2024) crypto-asset service provider regime, the Türk Ticaret Kanunu SPV structures, and the SPK fund frameworks (notably GYF under Communiqué III-52.3 and GYO under Communiqué III-48.1).
2. What is the role of Law No. 7518 (2024)? Law No. 7518 (effective 2 July 2024) added m.35/B vd. to the Sermaye Piyasası Kanunu establishing the first consolidated regulatory framework for crypto-asset service providers in Turkey, with licensing requirements, minimum capital, custody standards, supervisory framework, and explicit AML extension to crypto-asset platforms. Tokenization platforms operating in or interacting with Turkish residents face implications under this framework.
3. How are tokens classified for regulatory purposes? Token classification depends on substantive economic features under SPK practice, with categories including security tokens (representing investment returns from the efforts of others), utility tokens (providing functional access without investment-style returns), asset-backed structures (with potential fund or security characterization), and hybrid configurations. The substantive characterization controls regardless of marketing labels.
4. Can a GYF be tokenized? The GYF (Gayrimenkul Yatırım Fonu / Real Estate Investment Fund) framework under SPK Communiqué III-52.3 provides the most established regulatory pathway for tokenized real estate, with tokens potentially representing fund participation certificates within the SPK-regulated GYF structure. The GYF framework provides both regulatory clarity and structural support but requires coordination with a portföy yönetim şirketi under Communiqué III-55.1 and a saklayıcı kuruluş for asset custody.
5. What AML obligations apply to tokenization platforms? AML obligations under the 5549 sayılı Suç Gelirlerinin Aklanmasının Önlenmesi Hakkında Kanun framework administered through MASAK include customer due diligence (CDD), enhanced due diligence (EDD) for higher-risk customers, ongoing transaction monitoring, suspicious activity reporting, and structured record-keeping. The 7518 sayılı Kanun extended this framework explicitly to crypto-asset service providers.
6. What KVKK obligations apply? Under the 6698 sayılı Kişisel Verilerin Korunması Kanunu administered through the KVKK Kurulu, tokenization platforms processing personal data face data inventory, lawful basis analysis, data subject rights handling, cross-border transfer compliance, and breach notification obligations. The blockchain context produces specific tensions including immutability versus deletion rights and pseudonymization considerations.
7. How is the underlying property's title held? The underlying real estate is registered in the SPV's name through the Tapu Müdürlüğü under the Tapu Kanunu (Law No. 2644) framework with TAKBİS digital registry recording. Token holders' rights operate through the SPV's corporate framework rather than through direct registry annotations, because the registry does not currently support direct token-based or blockchain-based ownership recording.
8. Can foreign investors hold real estate tokens? Yes, subject to the underlying real estate's foreign-acquisition restrictions under Tapu Kanunu m.35 (where the SPV is the legal owner, the SPV's foreign-control framework applies rather than direct individual investor restrictions), the AML/KYC framework applicable to all token holders, the cross-border tax framework potentially modified by applicable ÇVÖA treaties, and any project-specific transfer restrictions implemented through the smart-contract architecture.
9. What is the kitle fonlaması framework? Under the SPK Kitle Fonlaması Tebliği (III-35/A.2), paya dayalı (equity-based) and borçlanmaya dayalı (debt-based) crowdfunding through SPK-licensed crowdfunding platforms is permitted subject to specific limits, operational requirements and investor-protection frameworks. Direct application to real estate tokenization remains structurally constrained but may be relevant for specific project categories.
10. How are token-holder distributions taxed? Distribution taxation depends on the holder's category. Turkish-resident individual holders face GVK income taxation with specific category analysis depending on whether distributions are characterized as rental-distributable income, dividend, or capital return. Corporate holders face KVK with potential exemption applicability. Foreign-resident holders face limited Turkish-jurisdiction taxation with potential ÇVÖA modification through mukim belgesi documentation.
11. How is capital gains tax calculated on token sales? For Turkish-resident individual sellers, GVK m.80 (değer artış kazancı) typically applies to dispositions within five years of acquisition. For Turkish-resident corporate sellers, KVK applies with potential KVK m.5/1-e 75 percent exemption for qualifying real-estate-related dispositions held at least two years (with technical analysis depending on whether token dispositions qualify under m.5/1-e given the substantive characterization). Foreign-resident sellers face limited Turkish-jurisdiction analysis modified by applicable ÇVÖA.
12. Are smart contracts legally enforceable in Turkey? Smart contracts operate within the Türk Borçlar Kanunu (Law No. 6098) contract law framework supporting general contractual enforceability for arrangements meeting the substantive contract law requirements. Turkey lacks specific smart-contract legislation as of the time of writing, with the resulting analysis applying general contract law principles to smart-contract arrangements rather than specific smart-contract recognition.
13. How can token holders participate in inheritance scenarios? Tokenized real estate inheritance operates through the underlying ownership structure. Where tokens represent SPV shares, share-transfer mechanics under TTK apply with the broader Türk Medeni Kanunu inheritance framework governing succession. Cross-border heirs face the additional MÖHUK (Law No. 5718) coordination framework. The technical token transfer must align with the substantive inheritance framework rather than operating independently.
14. What dispute resolution options exist? Tokenization arrangements typically incorporate structured dispute resolution including arbitration clauses (potentially through ISTAC / İstanbul Tahkim Merkezi or other institutional arbitration under the Milletlerarası Tahkim Kanunu Law No. 4686 framework or the HMK m.407 vd. domestic arbitration framework) supporting binding resolution of token-holder disputes, with court-based pathways through Asliye Hukuk Mahkemesi and specialized commercial courts available where structured dispute resolution mechanisms do not apply.
15. Does ER&GUN&ER Law Firm advise on real estate tokenization? Yes. ER&GUN&ER Law Firm is an Istanbul-based law firm advising tokenization sponsors, technology providers, investor groups, family offices and corporate participants on Turkish real estate tokenization, including legal classification analysis under the Sermaye Piyasası Kanunu (Law No. 6362) framework distinguishing security tokens, utility tokens and asset-backed structures; crypto-asset service provider compliance under the post-7518 sayılı Kanun (2024) regime adding m.35/B vd. to the Sermaye Piyasası Kanunu; AML compliance under the 5549 sayılı Suç Gelirlerinin Aklanmasının Önlenmesi Hakkında Kanun framework with MASAK supervision; KVKK compliance under the 6698 sayılı Kişisel Verilerin Korunması Kanunu including blockchain-context considerations; SPV structuring under TTK Law No. 6102 with title integration through Tapu Müdürlüğü and TAKBİS; GYF overlay analysis under SPK Communiqué III-52.3 with portföy yönetim şirketi coordination under Communiqué III-55.1 and saklayıcı kuruluş custody; GYO overlay analysis under SPK Communiqué III-48.1; SPK Kitle Fonlaması Tebliği III-35/A.2 crowdfunding pathway analysis where applicable; secondary market mechanics through SPK-licensed venues with structured transfer-restriction architecture; token-holder rights and governance design under TTK with shareholder agreements and dispute resolution coordination through ISTAC arbitration under MTK Law No. 4686; tax architecture covering capital gains under GVK m.80 and KVK m.5/1-e analysis; and ÇVÖA cross-border treaty coordination with mukim belgesi residency certificate discipline — with English-language client communication and bilingual documentation throughout each engagement. Files in this area are typically led personally by the managing partner rather than delegated.

Author: Mirkan Topcu is an attorney registered with the Istanbul Bar Association (Istanbul 1st Bar), Bar Registration No: 67874. His practice focuses on cross-border and high-stakes matters where evidence discipline, procedural accuracy, and risk control are decisive.

He advises tokenization sponsors, technology providers, investor groups, family offices, corporate participants and multinational groups on Turkish real estate tokenization under the Sermaye Piyasası Kanunu (Law No. 6362) governing the SPK regulatory framework, the 7518 sayılı Kanun (2024) introducing the crypto-asset service provider regime through Sermaye Piyasası Kanunu m.35/B vd., the Suç Gelirlerinin Aklanmasının Önlenmesi Hakkında Kanun (Law No. 5549) governing AML compliance through MASAK supervision, the Kişisel Verilerin Korunması Kanunu (Law No. 6698, KVKK), the Türk Ticaret Kanunu (Law No. 6102, TTK) governing SPV structures, the Tapu Kanunu (Law No. 2644) governing the underlying real estate ownership, the Türk Medeni Kanunu (Law No. 4721) governing property rights, the Türk Borçlar Kanunu (Law No. 6098) governing the contractual frameworks including smart-contract enforceability under general contract law principles, the Gelir Vergisi Kanunu (Law No. 193, GVK) including m.80 (değer artış kazancı / value-increase gains), the Kurumlar Vergisi Kanunu (Law No. 5520, KVK) including m.5/1-e 75 percent exemption framework, the Milletlerarası Özel Hukuk ve Usul Hukuku Hakkında Kanun (Law No. 5718, MÖHUK) for cross-border coordination, the Hukuk Muhakemeleri Kanunu (Law No. 6100, HMK) including m.407 vd. domestic arbitration framework, the Milletlerarası Tahkim Kanunu (Law No. 4686, MTK) governing international arbitration, and the Çifte Vergilendirmeyi Önleme Anlaşmaları (ÇVÖA) Turkey has executed with most major investor jurisdictions. His advisory work covers token classification analysis distinguishing security tokens, utility tokens and asset-backed structures; crypto-asset service provider licensing and compliance under the post-7518 framework; AML compliance through CDD, EDD, ongoing monitoring and suspicious activity reporting frameworks; KVKK compliance covering data inventory, lawful basis analysis, data subject rights handling, cross-border transfer compliance and breach notification frameworks with blockchain-context considerations; SPV structuring through anonim şirket and limited şirket alternatives with esas sözleşme drafting and shareholder agreement support; title integration through Tapu Müdürlüğü with TAKBİS coordination; GYF overlay structuring under SPK Communiqué III-52.3 with portföy yönetim şirketi coordination under Communiqué III-55.1 and saklayıcı kuruluş custody arrangements; GYO overlay analysis under SPK Communiqué III-48.1; kitle fonlaması pathway analysis under SPK Tebliği III-35/A.2; secondary market mechanics including licensed trading venue coordination, whitelist-based transfer restrictions, lock-up periods and jurisdictional restrictions through smart-contract-level controls; token-holder rights design covering economic rights, voting rights, information rights and exit rights; distribution architecture coordination across rental distributions, capital appreciation participation, dividend withholding tax framework and multi-currency distribution mechanisms; governance architecture supporting both regular operations and exception-event management; tax architecture covering individual GVK m.80 capital gains analysis, corporate KVK with KVK m.5/1-e 75 percent exemption qualification analysis, foreign-resident taxation under limited Turkish-jurisdiction framework, and ÇVÖA mukim belgesi residency-certificate documentation; and dispute resolution coordination through ISTAC arbitration, court-based pathways through Asliye Hukuk Mahkemesi, and structural shareholder-agreement mechanisms.

Education: Istanbul University Faculty of Law (2018); Galatasaray University, LL.M. (2022). LinkedIn: Profile. Istanbul Bar Association: Official website.