Advising credit institutions, paying agents, insurance companies and intermediaries as well as other financial institutions in regulatory issues, including proceedings carried out by the Financial Supervision Authority. Assisting investors, lenders and borrowers in financing transactions with credit institutions, and policy holders, insurance companies and brokers in negotiating and concluding agreements.
Finance & Insurance Law are two of our main fields of activity.
Finance law concerns everything money-related, from personal loans to corporate business deals. Finance law focuses on the contractual relationship between lenders and borrowers. In all financial transactions, the main aim is to negotiate and manage this relationship to ensure the represented party’s interests are met both legally and commercially.
Different areas of our expertise include the following:
- Bank Lending: A personal or business loan agreement where the bank lends money to a borrower that come attached with documented repayment terms
- Property Finance: A loan is sought and agreed for the purposes of enabling a borrower to obtain a property or develop the land of which a property will be built. Typically, this will be acquired through a mortgage
- Project Finance: A longer-term, multi-phased and often multi-faceted infrastructure project that involves public services. The amount is borrowed to carry out the project to and is paid back once it starts to bring in money
- Acquisition Finance: A loan borrowed by one company to provide it with the funds to purchase another company. Leveraged finance also comes under this area, whereby a borrower lends a considerable sum of money to meet the cost of acquisition requirements without committing to paying its own money
- Assets Finances: The lender will take security over the specific assets purchased
- Derivatives: Understanding and managing currency rates during a transaction
- Capital markets: When a transaction takes place, a borrowing entity gives bonds to investors
- Islamic finance: Shari’a law prevents the collection and payment of interest on a loan. Islamic finance specialists work with Muslim borrowers, lenders and investors to ensure banking and financial arrangements are compliant with Shari’a law
Our client portfolio, which consists of sector leaders operating in the finance industry, includes; national and foreign commercial banks, investment banks, financing companies, payment and electronic money institutions, leasing companies, factoring companies, intermediaries, portfolio management companies, mutual fund and investment companies, asset management companies, pension companies, and insurance and reassurance companies.
The establishment of banks and the commencement and undertaking of banking activities in Turkey are regulated by the Banking Law which entered into force on 1 November 2005, and the secondary legislation which entered into force thereunder. The Banking Law is (among others) applicable to
- (i) banks established in Turkey,
- (ii) branches of foreign banks in Turkey,
- (iii) representative oices of foreign banks in Turkey, and
- (iv) financial holding companies.
The regulating authority for the banking sector in Turkey is the Banking Regulation and Supervision Agency (BRSA), a public legal entity with administrative and financial autonomy which was started its operations in 2000. In accordance with the Banking Law, only certain types of banks can be established in Turkey. These are deposit banks, participation banks, and development and investment banks. Both the establishment and the commencement of operations of a bank require permits from the BRSA.
Other than banks, financial institutions subject to the Banking Law are as follows:
- (i). Leasing Companies (234)
- (ii). Factoring Companies (57)
- (iii). Financing Companies (14)
- (iv). Financial Holding Companies (0)
- (v). Asset Management Companies (20)
- (vi). Electronic Money Companies (14)
- (vii). Payment Companies (34)
- (viii). Auditing Firms (38)
- (ix). Corresponding Offices of Foreign Banks (44)
- (x). Credit Rating Institutions (135)
- (xi). Authorized Rating Institutions (1)
The rules and principles governing the establishment and operation of those institutions are very similar to the rules and principles applicable to the banks. For instance, similar to the requirements for banks, a financial leasing, factoring or inancing company can only be established as a joint stock company, capital adequacy requirements must be met, and there are eligibility criteria which must be satisied in relation to the shareholders and board members.
Currently, there are over 400 financial institutions established in Turkey, lists of which can be found on BRSA’s official website at the following link: http://www.bddk.org.tr/Institutions
The costs of financing can mainly be divided into two groups; the payments to be made to the bank providing the financing, and applicable taxes. The payments to be made to the bank which provides the financing are mainly the interest to be accrued on the loan amount, commissions, fees and expenses. In terms of taxes, stamp duty, the banking and insurance transaction tax (BITT), and the resource utilisation support fund (RUSF) are the most important taxes.
Capital Markets Law
The Capital Markets Law is the main piece of legislation which governs the structure of all organised markets, capital markets institutions and their activities, capital markets instruments and their issuance and offerings, main requirements for public companies as well as the structure, powers and duties of the Capital Markets Board which is the regulatory and supervisory authority in charge of the securities markets in Turkey.
The main objective of the Capital Markets Board is to ensure fair, efficient and transparent capital markets in Turkey, protect the rights and interests of the investors, facilitate modernisation of the capital markets structure and improve Turkish capital markets competitiveness internationally.
The Capital Markets Board is responsible for regulating the activities of, among others, public companies, capital markets institutions (financial intermediaries including banks acting as intermediary, mutual funds, investment companies; real estate investment companies and private equity/venture capital investment companies, appraisal companies, rating irms and other institutions which engage capital markets activities) and the investors in the concerned markets.
Insurance and reinsurance
The establishment of insurance and reinsurance companies and their activities in Turkey are regulated by the Insurance Law, the Turkish Commercial Code and the Code of Obligations and certain other laws and the secondary legislation entered into force thereunder.
An insurance company can only be established as a joint stock company or a cooperative. There is no license requirement for establishment. However, an insurance company, once established, must obtain a license from the Undersecretariat of Treasury to start its operations. Each license is specific to a certain branch of insurance (i.e. life, non-life, life-pension or re-insurance) and each insurance company must hold relevant license to operate in the corresponding market.
The legislation provides for certain requirements in relation to the shareholders, the board members and the capital adequacy and reserve requirements of an insurance company (such as minimum share capital, educational background of the board members etc.) The Insurance Association of Turkey is a professional organisation and as per the Insurance Law, all insurance and reinsurance companies must be a member of the Insurance Association of Turkey.
Types of insurance
According to the Turkish Commercial Code, there are two types of insurance: the loss insurance (property insurance and liability insurance) and personal insurance (life insurance, accident insurance and health insurance).
A wide range of diferent insurances are ofered by the insurance companies, such as ire insurance, earthquake insurance, lood insurance, construction insurance (construction all-risk insurance), loss of proit insurance, credit insurance (for trade receivables), third party liability insurance, professional liability insurance, employers liability insurance, product liability insurance, machinery breakdown insurance, electronic equipment insurance, glass insurance, land vehicles insurance (voluntary), insurance on risk arising out of transportation of goods, health insurance.
Insurance, as a principle, is procured on a voluntary basis, however there are certain mandatory insurances that must be procured pursuant various laws and regulations (such as traic insurance, mandatory earthquake insurance (DASK), transportation insurances for passenger transportation through land route and sea transportation, dangerous waste liability insurance).