FIVE-FOLD INCREASE IN THRESHOLDS FOR PROFESSIONAL CLIENTS AND QUALIFIED INVESTORS: EXEMPTIONS FOR GYF AND GSYF ALSO REMOVED

FIVE-FOLD INCREASE IN THRESHOLDS FOR PROFESSIONAL CLIENTS AND QUALIFIED INVESTORS: EXEMPTIONS FOR GYF AND GSYF ALSO REMOVED

The Capital Markets Board (CMB), in a press release dated October 26, 2026, announced to the public that the Board’s Decision-Making Body, at its meeting held on the same date, had redefined the financial thresholds for the classification of demand-based professional clients and, consequently, qualified investors. This second increase, coming approximately ten months after the December 2025 update, indicates that investor classification in the capital markets has been significantly tightened.

1. Changes to Professional Client Thresholds

Under the regulations governing investment firms, the thresholds required for classification as a demand-based professional client have been raised as follows:

• Total financial assets: from 10 million TL to 50 million TL,
• Transaction volume: from 5 million TL to 25 million TL.

The thresholds for legal entities to be classified as professional clients have also been revised. As a reminder, these thresholds were previously raised by the regulation dated December 18, 2025, from 1 million TL to 10 million TL and from 500,000 TL to 5 million TL, respectively.

2. Impact on the Definition of Qualified Investor

Since the definition of a qualified investor in various CMB communiques is based on references to professional client regulations, this change automatically updates the qualified investor requirements for hedge funds, capital market instrument issuances made through sales to qualified investors, and all similar structures.

3. Removal of the Exemption for Real Estate Investment Funds (GYF) and Venture Capital Investment Funds (GSYF)

Under CMB Principle Decision No. i-SPK.37.7, the thresholds for qualified investors purchasing shares in real estate investment funds (GYF) and venture capital investment funds (GSYF) had been maintained at pre-December 2025 levels. This exemption has been removed, and GYF and GSYF investors will now also be subject to the current thresholds applicable to qualified investors in general. For these funds, the threshold has effectively increased to approximately fifty times the previous level.

4. Potential Impacts on the Sector

• Fundraising in GYFs and GSYFs: The most noticeable impact will be seen in GYFs and GSYFs that rely on wealthy individual investors for funding. A shift toward institutional and corporate investors in the establishment and distribution strategies of new funds, as well as a restructuring of minimum investment amounts and commitment structures, will come to the fore.
• Investor base for hedge funds: The number of individual investors able to access hedge funds will narrow significantly; it is expected that a portion of the demand will shift toward general umbrella funds and exchange-traded funds.
• Issuances through sales to qualified investors: For companies issuing debt instruments and lease certificates through this method, the demand base may narrow; this situation may be reflected in financing costs.
• Status of existing clients: Under the December 2025 regulation, the status of clients who had previously obtained such status was preserved. This time, the announcement does not include a clarification regarding the transition provision; it is critically important to closely monitor the Board Bulletin and the text of the amendments regarding additional purchases and reclassification for existing investors.
• Operational compliance: Brokerage firms, banks, and portfolio management companies must review their customer classification procedures, disclosure and documentation sets, system parameters, as well as references to qualified investors in fund bylaws, prospectuses, and offering documents.

5. Assessment

While the regulation serves the purpose of protecting investors by limiting access to high-risk and complex products, it will directly impact the growth dynamics of real estate and venture capital funds in particular.