Name
Global FinTech Guide
Country _ Name
Turkey
SectionTitle
Online banking services
Body
FinTechs belonging to this area offer traditional banking services in a modern way, usually through online services or mobile applications as well as ancillary services – e.g. enabling customers to manage their giro- or custody-accounts online and in real time or offering e-wallet services. Keywords in this context are also API-Banking or Banking as a Service (BaaS)/ Bank as a Platform (BaaP).

API-Banking:

API stands for application programming interface and is offered to access data banks and to extract and insert information. API-Banking consequently means the access to data banks of banks to offer new and innovative banking applications.

Through these services FinTechs offer services with new functions, e.g. enabling customers to manage their accounts online and in real time.

BaaS – Bank as a Service/BaaP – Bank as a Platform:

The API-based Bank as a Service platform has a full banking licence, but merely serves as the back end for standalone independent FinTechs, which “use” the licence and the back end of the bank to offer new financial services, launch additional financial products or expand into additional markets.

Introduction

Attitude of the country towards online-banking services

In Turkey, as a result of the amendments made in article 76 of the Banking Law no. 5411 (“Banking Law”) by the Law on Making Amendments to Certain Laws and Decrees dated 18 June 2020 and numbered 7247, and with entry into force the Regulation on the Establishment of a Contractual Relationship in the Electronic Environment and the Remote Identity Detection Methods to be Used by Banks prepared pursuant to these amendments; establishing contractual relations between banks and their customers in electronic environment, including contracts subject to written form requirement became possible. With these developments, BRSA has aimed to construct the foundations of the digital banking model, which operates only in the digital environment without a physical branch, as in the European Union and UK applications.

As a result of the increasing number of FinTech companies and their desire to work in this field, on 29 December 2021, with the aim of promoting financial innovations in the banking sector, increasing financial inclusion, and facilitating access to banking services the BRSA has published the Regulation on the Operating Principles of Digital Banks and Service Model Banking (“DB Regulation”).

The Regulation aims to determine the operating principles of branchless banks that serve exclusively through digital channels and the conditions for the provision of banking as a service model (banking as a service, “BaaS”) to businesses and innovative enterprises.

Legal affairs

Obligations and requirements to provide online-banking services described above

According to the Regulation, in order to be able to obtain a license, digital banks must meet all the conditions for credit institutions, which is defined as deposit banks and participation banks, under Article 3 of the Banking Law, unless otherwise stipulated. The general conditions for establishment and operating permits of digital banks are the conditions for obtaining establishment and operating permits of banks in Regulation on Indirect Shareholding And Transactions Subject To Permission Of Banks (“TSP Regulation”). According to the TSP regulation, in order for a digital bank to obtain a license, a petition of application must be filed to the BRSA for foundation of a bank in Turkey. It is required to be accompanied by:

    a. business plans analysing the benefit expected from foundation of bank, and describing which operations and activiti
es will be carried out, and how internal audit, internal control and risk management will be conducted, as well as an activity program indicating the structural organisation of the bank, and describing the projections regarding financial aspects of foundation in such manner to cover capital adequacy as well; and

b. a statement to be issued and signed by each of founders before a notary public in accordance with formats shown in Annex-1 and Annex-2 attached to the TSP Regulation; and

c. draft Articles of Association of partnership duly signed by partners; and

d. certificates to be received from the competent Commercial Courts of First Instance verifying that natural person or legal entity founding partners of bank, and natural person or legal entity partners directly or indirectly holding qualified shares in legal entity founding partners of bank are not adjudged bankrupt, and certificates to be received from the competent Execution Courts verifying that aforesaid partners have not entered into composition with their creditors; and

e. certificates to be received from the competent Commercial Courts of First Instance verifying that an application for restructuring through reconciliation filed by legal entity founding partners of bank, and legal entity partners directly or indirectly holding qualified shares in legal entity founding partners of bank has not been approved, and that a judicial order for postponement of bankruptcy has not been issued and given about them; and

f. criminal conviction certificates received during the last six months, also containing archive records, for natural person founding partners of the bank, and natural persons directly or indirectly holding qualified shares in legal entity founding partners of the bank; and

g. copies of decisions taken by authorised managerial bodies of legal entity founders of the bank certifying their partnership in the bank; and

h. statements of natural person or legal entity founding partners of the bank, and natural persons directly or indirectly holding qualified shares in legal entity founding partners of the bank certifying that they did not own or hold qualified shares or did not hold controlling shares in bankers put into liquidation, or in financial institutions put into liquidation except for voluntary liquidation, or in development and investment banks the operating license of which is withdrawn, or in credit institutions the management and supervision of which, and the shareholding rights except for dividend rights of partners, of which are transferred to the Fund, or the banking operations and deposit and participation fund collection licenses or permits of which are cancelled and withdrawn, before they are transferred to the Fund, or before their banking operations and deposit and participation fund collection licenses or permits are cancelled and withdrawn, all issued in the format shown in Annex-3 attached hereto, as well as certain documentary proofs to be received from the Fund in connection therewith; and

i. statements of natural person or legal entity founding partners of the bank, and natural persons directly or indirectly holding qualified shares in legal entity founding partners of the bank certifying that they did not own or hold qualified shares or did not hold controlling shares in banks to which provisions of Article 71 of the Law are applied, or in banks which have been transferred to the Fund before effective date of the Law, all issued in the format shown in Annex-3 attached hereto, as well as certain documentary proofs to be received from the Fund in connection therewith; and

j. copies of the Trade Registry Gazette editions demonstrating the foundation of legal entity founding partners of the bank, and lists indicating their partners direct
ly or indirectly holding qualified shares therein, and the rates and amounts of their shares, and if any, privileged shares, and detailed descriptions about their fields of activity, investment and operational areas, and their balance sheets and income statements of the last three years approved by sworn financial advisers licensed according to the Law no. 3568, and a report issued by one of the rating companies, if any, for legal entity founding partners classified as a bank or financial institution;

k. consolidated or non-consolidated balance sheets and income statements of the last three years, if any, approved by an independent audit firm, of the group covering legal entity founding partners of bank, and affiliates of that group; and

l. tables indicating the shareholding structure of legal entity founding partners of the bank up to their natural person partner or partners, and lists showing their privileged shares, or if they do not have any privileged shares in capital, a statement in relation therewith; and

m. certificates to be received from the relevant tax departments and the Social Security Agency verifying that natural person or legal entity founding partners of the bank, and natural persons directly or indirectly holding qualified shares in legal entity founding partners of the bank do not have any overdue or outstanding tax or insurance premium debts; and

n. income and/or corporate income tax returns of founding partners issued for the last five years and approved by the relevant tax departments, and their exhibits, and real estate tax returns issued for real properties owned by them and approved by the relevant departments of municipalities, and if deemed necessary by the Agency, a certificate to be received from the relevant land registries, containing land registry records of and annotations and encumbrances on the aforesaid real properties; and

o. certificates to be issued by the relevant banks to the name of the Agency, all of them bearing the same date, for confirmation of information given in founder’s statements about deposit and credit accounts of founding partners subscribing for ten percent or more of capital of the bank, in such manner to also contain the opening dates of these accounts; and

p. report to be issued by sworn financial advisors licensed according to the Law no. 3568 about financial situation of founding partners subscribing for ten percent or more of capital of the bank; and

q. information and documents required to be furnished to the Agency about directors and general manager, if nominated, to be assigned and appointed, pursuant to Articles 4 and 6 of the Regulation on Procedures and Principles Regarding Notification, Oath and Declaration of Property, of Individuals to be Appointed to Top Management of Banks, and Keeping of Decision Books by Banks; and

r. copies of powers of attorney granted to person or persons authorised to represent natural person or legal entity founding partners of the bank; and

s. a statement to be issued and signed by founding partners subscribing for ten percent or more of capital of the bank, giving information as to how they are going to find the required financial sources, and verifying that they have found these financial sources out of their own commercial, industrial, and other legal business activities and free from any kinds of collusion, in accordance with the format given in Annex-4 attached hereto; and

t. in the case of founding partners being a bank or a financial institution established abroad:

  • their business plans analysing the benefit expected from foundation of the bank, and describing which operations and activities will be carried out, and how internal audit, internal control and r
isk management will be conducted, as well as an activity program indicating the structural organisation of the bank, and describing the projections regarding financial aspects of foundation in such manner to cover capital adequacy as well; and
  • their Articles of Association; and
  • copies of decisions taken by authorised managerial bodies of them certifying the foundation of the bank in Turkey; and
  • their balance sheets and profit and loss statements and independent audit reports of the last five years, also covering their affiliates; and
  • statement issued by their authorised boards verifying that they are not forbidden to collect and accept deposits or participation funds or to engage in banking activities and operations in the country where they are founded or actively operating, and/or their activities and operations are not restricted or limited therein; and
  • detailed information and documents about their organisation chart and structure, and their organisation in the country they are founded and outside the country they are founded, and their activities and operations in international financial markets, as well as a report prepared and issued by rating companies about banks or financial institutions, also including the rating given for them; and
  • statement certifying that reports to be issued about annual audits to be conducted by any one of authorised independent audit firms according to the applicable laws and regulations of the country they are headquartered will be submitted to the Agency; and
  • minutes and memoranda of their last general assembly meeting, and a list of their partners holding more than ten percent of their capital, approved by official authorities of the country they are headquartered.

    • The BRSA may at any time request any additional information and documents deemed fit and necessary. The BRSA is authorised to take actions in reliance upon information and documents having different contents.

    Licensed “traditional” banks are not required to make a separate application within the framework of the DB Regulation in order to transfer their activities to digital.

    In case the license applicant's controlling partners are legal entities providing technology, electronic commerce, or telecommunication services, the BRSA may require that the said controlling shareholder or the natural and legal persons controlling these controlling shareholders to be resident in Turkey and to sign an information exchange agreement with the Risk Centre for the risk data they hold on regarding the indebtedness and financial power of residents of Turkey.

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

    The concept is very new in Turkey and the market is completely open to growth.

    Economic conditions

    Market size for online-banking services and biggest companies in this business area

    No data is available as it is a rather new concept.

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

    As a new concept, the market is very open to growth.

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