Name
Global FinTech Guide
Country Name
Turkey
SectionTitle
Payment services
Body
FinTechs belonging to this category offer alternative payment services which are supposed to provide a faster and cheaper way for national, European, and international payments for private and business customers by using new technologies.

For example, payment service providers hereby offer solutions to easily integrate several payment services in online shops.

Some FinTechs furthermore provide real cash register systems and online-reservation solutions for restaurants and shops providing their own payment services or making use of the payment services of FinTechs described above.

Introduction

Attitude of the country towards modern payment services

The Law on Security Settlement Systems, Payment Services and Electronic Money Institutions No 6493 (“Payment Law”) applies to payment systems, security settlement systems, payment institutions, and electronic money institutions operating in Turkey. Only banks, digital banks and payment service providers authorised by the Central Bank of the Republic of Turkey (“CBRT”) are allowed to carry out payment services in Turkey. In the last couple of years, the use of payments services has grown rapidly, making some of the FinTech companies fastest growing companies in Turkey. The governmental approach to the payment services is positive and encouraging. 

Legal affairs

Obligations and requirements to provide payment services or ancillary services described above

As per the Payment Law, payment system and securities settlement system can only be operated with a license acquired from the CBRT. Payment system is defined under the Payment Law as “the structure that has common rules and provides the infrastructure required for clearing and settlement transactions carried out in order to realize fund transfers arising from transfer orders among three or more participants” and securities settlement system is defined as “the structure that has common rules and provides the infrastructure required for the clearing and settlement transactions carried out in order to realize securities transfers arising from transfer orders among three or more participants”.

Moreover, the following activities are defined as payment services under Article 12 of the Payment Law: 

  • All the transactions required for operating a payment account including the services enabling cash to be placed on and withdrawn from a payment account.
  • Execution of payment transactions, including transfers of funds on a payment account with the user’s payment service provider, direct debits, including one-off direct debits, payment transactions through a payment card or a similar device, credit transfers including standing orders. 
  • Issuing or acquiring payment instruments.
  • Money remittance.
  • Execution of payment transaction, where the consent of the payer to execute a payment transaction is given by means of any telecommunication, digital or IT device and the payment is made to the telecommunication, IT system or network operator, acting only as an intermediary between the payment service user and the supplier of the goods and services.
  • Corresponding services enabling bill payments.
  • At the request of the payment service user, the payment initiation service related to the payment account at another payment service provider.
  • Upon approval of the payment service user, the online provision of consolidated information of one or more payment accounts held at payment service providers by payment service users. 
  • Other transactions and services reaching the level to be determined by the Bank in terms of total size or impact in payments.

Payment services, above, can only be provided by banks or payment service providers (banks, electronic money institutions, payments institutions and Posta ve Telgraf Teskilati Anonim Sirketi). According to the Payment Law, payment institution are legal persons authorised pursuant to the Payment Law to provide and execute payment services.

As per Article 5 of the Regulation, only companies incorporated in Turkey can provide payment services by obtaining a license from the CBRT.

The following documents must be submitted with the request for the license:

    a. The decision of the board of directors to apply for an operating permit,

    b. Activity program and business plan signed by the members of the board of directors and the general manager of the company, explaining in detail the matters in Annex-1 of the Regulation regarding the activities planned to be carried out with the applicant company and the organisational structure created for the realisation of these activities,

    c. The latest independently audited financial statements of the company, in case the capital increase has been made after the preparation of the financial statements, a report approved by Certified Public Accountants, according to the Law on Certified Public Accountant and Sworn-in Certified Public Accountant numbered 3568, stating that the capital has been paid in cash and free of all kinds of collusion,

    d. The report prepared as a result of the on-site inspection to be made by the independent audit firms included in the list of Independent Audit Institutions Authorised to Perform Information Systems Audits in Banks, regarding, whether the capital of the company is paid in cash, free from any collusion, the amount of initial capital defined in the first paragraph of Article 23 of the Regulation is paid, whether appropriate service units that can carry out the foreseen activities, units related to complaints and objections are established, whether internal control, risk management, accounting, information systems and reporting systems in accordance with the Regulation have been established, whether adequate staffing has been created for these units, whether the job descriptions of the personnel and their authorities and responsibilities are determined, and whether the necessary measures are taken regarding the continuity of the activities to be carried out and the security and confidentiality of information.

    e. A declaration in accordance with Annex-2 and Annex-3 of the Regulation to be drawn up and signed in the presence of a notary public in by the partners holding ten percent or more of the shares directly or indirectly,

    f. A copy of the Trade Registry Gazette in which the Articles of Association of the company are published,

    g. The undertakings of the company that the partners who have direct or indirect shares of ten percent or more and the partners holding the control have not declared concordat or bankruptcy (Annex-4),

    h. The undertakings stating that the restructuring applications of the company and its legal entity partners who have direct or indirect shares of ten percent or more and the legal entities holding the control, have not been approved and the bankruptcy postponement decision has not been given (ANNEX-5),

    i. Undertaking of real person shareholders with direct or indirect shares of ten percent or more and real persons holding the control that they are not convicted of the crimes specified in subparagraph (d) of the first paragraph of Article 8 of the Law No. 5411, and criminal record documents containing archive records (Annex-6),

    j. Undertaking of the shareholders of the company, who have direct or indirect shares of ten percent or more, and the real and legal persons holding the control that they do not have a direct or indirect share of ten percent or more or does not have control in the banks where Article 71 of Law No. 5411 is applied or banks that were transferred to the Savings Deposit Insurance Fund before the Law No. 5411 came into force, and documents to be obtained from the Savings Deposit Insurance Fund regarding these issues,

    k. Undertaking of the shareholders of the company, who have direct or indirect shares of ten percent or more, and the real and legal persons holding the control that they do not directly or indirectly own ten percent or more of a share or control in bankers subject to liquidation, factoring, financial leasing, financing, and insurance companies whose operating licenses have been revoked except for voluntary liquidation, and institutions operating in money and capital markets,

    l. Fields of activity of legal entity partners who have direct or indirect shares of ten percent or more, and legal entities holding control, detailed explanations about investment and business areas, balance sheets and income statements of the last three years, approved by certified public accountants licensed in accordance with the Law No. 3568 or passed independent audit, report prepared by one of the rating companies, for legal entity partners in the nature of financial institutions, if any,

    m. Lists showing the privileged shares of legal entity partners who have direct or indirect shares of ten percent or more, and legal entities holding the control, or, in the absence of privileged shares, a corresponding undertaking (ANNEX-5),

    n. A letter of undertaking stating that the partners with a direct or indirect share of ten percent or more and the real and legal persons holding the control do not have due tax and premium debts (Annex-4, Annex-5),

    o. A report to be prepared by certified public accountants who have been licensed in accordance with the Law No. 3568, on the financial situation of real person shareholders holding directly or indirectly a share of ten percent or more, and real persons holding control,

    p. In the transactions to be carried out with the Institution, the samples of the power of attorney given to the person or persons authorised to represent the partners, if any,

    q. Except for those whose identity and address information can be accessed electronically through the systems created within the scope of the Population Services Law No. 5490, notarised copies of identity documents or passports of real persons of foreign nationality, whose documents have been deposited in accordance with this paragraph.

In addition, in the event that the partners of the company with a direct or indirect share of ten percent or more and the partners holding the control are a bank or financial institution established abroad:

  • Samples of decisions taken from authorised bodies regarding operating in Turkey,
  • Consolidated independent audit report for the last year,
  • The document obtained from the competent supervisory authority stating that it is not prohibited from operating in the country where it is established or operates, or that there is no restriction on its activities,
  • Detailed information and documents about the fields of activity, organisational structure, organisational structure in and outside the country where it is established, its activities in international financial markets as specified in its Articles of Association, and, if any, the report prepared by the rating companies and including the predicted rating.

According to Article 15 of the Payment Law, the application should be resulted within 6 months. However, this time period is not definite and may take longer based on complexity of the structure. Also, the CBRT may request additional information and documents, which may extend the period. As per Article 14 of the Payment Law, the minimum capital for payment institutions is TRY 1 million (approx. EUR 57,000) for institutions exclusively carrying out their businesses on bill payment intermediation, TRY 2 million (approx. EUR 114,000) for other payment services, TRY 5 million (approx. EUR 284,000) for issuing electronic money and TRY 5 million (approx. EUR 284,000) for system operators.

Application for license to CBRT is free of charge. However, the cost may be as much as EUR 15.000 or more including incorporation, translation of documents, notary public fees, legal fees, and other ancillary costs. Also, the minimum capital requirements apply.

Additional comments regarding the legal situation for payment services or what FinTech’s must be aware of in this business area

As per Article 23 of the Payment Law, the system operator, payment institutions and electronic money institutions shall be required to keep all the documents and records related to the matters within the scope of this Law for at least ten years in Turkey, in a secure and accessible manner. 

Moreover, Article 16 of the Communique on Management and Supervision of Information Systems of Payment Institutions and Electronic Money Institutions, all primary and secondary systems must be kept in Turkey.

Economic conditions

Market size for payment services and biggest payment service providers

It was reported that 200 FinTech firms are available in Turkey having USD 15 billion marketplace with 14% of annual growth rate (Deloitte, FinTech Ecosystem of Turkey Report, 2017 April). Iyzico and Cardtek are also examples of this sector which reached to great investments. According to Presidency of the Republic of Turkey Finance Office, there are 56 accredited payment and e-money FinTechs, 82.8 million credit cards and 70.3 digital banking customers. 

Additional comments regarding the economic situation for payment services or what FinTech’s must be aware of in this business area

The benefits of the Turkish FinTech market cannot be underestimated since the industry of financial technology in Turkey is not mature and regarding its economic volume, still seems to be limited at this stage. By having this economic volume, this implies an asset which provides lots of possibilities for creativity and development in new technologies and FinTech industry. 
FinTech Start-ups, which produce creative, innovative, and sometimes disruptive solutions thanks to the use of technology in the financial services sector, are demanding in Turkey as well as all over the world.

Authors

Disclaimer

© 2022, Moroglu Arseven. All rights reserved by Moroglu Arseven as author and the owner of the copyright in this chapter. Moroglu Arseven has granted to Multilaw non-exclusive worldwide license to use and include this chapter in this guide and to sublicense Lexis Nexis, a division of RELX Inc. and its affiliates certain rights to use and distribute this guide.

The information in this guide provides a general overview at the time of publication and is not intended to be a comprehensive review of all legal developments nor should it be taken as opinion or legal advice on the matters covered. It is for general information purposes only and readers should take legal advice from a Multilaw member firm.

Close

Choose country