A licence is required to operate as a payment gateway company in Turkey. The licence is issued by the Central Bank of Turkey. Operating a payment gateway in Turkey requires strict adherence to the Central Bank’s regulatory framework.
The laws on payment gateway licence in Turkey are primarily regulated by the Law No. 6493 on payment services, platforms and digital currencies.
Law No. 6493 on Payment Platforms, Service and Electronic Currencies
A legal entity that aims to operate as a payment gateway must be a joint-stock company to obtain a licence as a payment gateway provider. Under the Turkish Commercial Code, a joint stock company (anonim şirket) must have a minimum share capital of TRY 250,000. However, there is a special provision for payment gateway firms which require a minimum capital of 2.000.000 TL, which is around 40.000 USD. The Central Bank states that: “The Corporation to apply for an operating license shall pay the whole amount of the minimum capital sum in cash.“
– A 500.000 TL application fee must also be paid to the state. (around 10.000 USD)
– There are numerous KYC requirements. Due to extensive KYC requirements, some international firms opt to appoint a nominee director or shareholder in Turkey to streamline local compliance. The Central Bank imposes strict, ongoing compliance requirements on the company.
– Once all the required documents are submitted, the application result must be released within a maximum of 6 months. However, this period can be shorter.
Appointing a Nominee Director/Shareholder
Foreign investors may prefer to assign a local director or nominee shareholder for their financial operations in Turkey. In that case, the duties and powers of such roles must be clearly determined in corporate governance documents. This is an important step given the liabilities associated with such roles and the sensitive nature of the compliance involved with a financial company, such as a gateway service provider.
According to Law No. 6493, the shareholders of a payment provider must meet the qualifications required for bank founders under the Turkish Banking Law.
Under Turkish Banking Law No. 5411, the qualifications required of bank founders are primarily regulated by Articles 7 and 8.
Article 7 (Establishment Permit) stipulates that the bank’s founders must meet the qualifications set out in Article 8 of the Law.
Article 8 (Qualifications of Founders and Shareholders) contains the substantive provisions governing the qualifications required of bank founders. In this respect, founders must, among other things:
- Not having been declared bankrupt or subject to a concordat,
- Not have been convicted of serious crimes or specific dishonourable offences (except negligent offences),
- Possess the integrity, reputation, and reliability required by the banking sector,
- Have sufficient financial capacity and transparency to ensure the sound and prudent operation of a bank,
- Not use funds originating from illegal, opaque, or collusive sources.
Company formation in Turkey is the first step toward establishing a joint-stock company and appointing a nominee director & shareholder to apply for a payment gateway licence. However, it is important to emphasise that such a director will be subject to heavy scrutiny by the Central Bank and to criminal liability if the provisions of Law No. 6493 are violated. The liabilities of such a role are potentially very heavy. Therefore, the director will be responsible for ensuring the company’s ongoing compliance with Central Bank regulations.
