Kitle Fonlama Sistemi

Crowdfunding; In order to realize a project, it is an alternative to the methods and tools of obtaining funds from the traditional banking system and capital markets, by collecting funds from a large number of individuals, investors or groups via the Internet, which facilitates the access of small and medium-sized enterprises and enterprises, especially those in need of external financing, to the source. It is a method of financing. Crowdfunding, which is also an investment system, was created to collect business ideas that plan the production of technological products and services with high added value and competitiveness, and the financial resources needed by venture companies.

Crowdfunding activities were first regulated in the capital markets legislation specifically for equity-based crowdfunding (“PDKF”), and then regulations for debt-based crowdfunding (“BDKF”) were also put into effect. PDKF and BDKF are mainly regulated in the Capital Markets Law No. 6362 (“CMB”) and the Crowdfunding Communiqué No. III-35/A.2 (“Communiqué”). and without being subject to the relevant legislation, outside the supervision of the Capital Markets Board (“Board”).

Within the scope of the Communiqué, PDKF is defined as "raising money from the public through platforms in exchange for shares", while BDKF is defined as "raising money from the public through platforms in exchange for crowdfunding debt instruments" and is more risky compared to PDKF. While there is no restriction in the capital market legislation in terms of debt instruments that can be issued within the scope of BDKF, there are opinions that those who request funds through BDKF can only issue and sell bonds. There are differences between PDKF and BDKF in terms of fundraising authorities, campaign processes, control of fund use and investment limits.

Elements of crowdfunding
Elements of crowdfunding. can be counted as "crowdfunding platforms" that mediate crowdfunding by bringing them together.

In the final analysis of the regulations made with the Communiqué, it is concluded that the user of the fund obtained through crowdfunding should be a legal entity authorized to issue shares or debt instruments. Although it is possible to initiate and collect funds by a fund requester who does not have a legal personality, the legal entity must be acquired, the share issuance has been completed, and these shares must be delivered to the fund suppliers, i.e. investors, in order to use this fund and to make savings on this fund. must have been made. In other words, other persons (project, entrepreneur) who are outside the definition of venture company in the Communiqué are not allowed to access the funds collected. Indeed, in accordance with the provisions of the Communiqué, it is obligatory to establish a joint stock company by the entrepreneur within 90 days following the end of the campaign period, in the campaigns carried out by the entrepreneur. With the establishment of the joint stock company, the blocked fund in the account opened in the name of the platform with the escrow officer will be transferred to the blocked account opened with the escrow officer of the joint stock company to be established. A capital increase will be made up to the amount of the fund.

In addition, publicly held partnerships, publicly held partnerships and companies in which the capital market institutions are partners with significant influence, through PDKF and BDKF, the issuers with debt instruments that have not been redeemed as of the date of application to the platform, and the issuers with debt instruments that have not been redeemed as of the date of application to the platform, have significant influence. The companies in which it is in the position cannot collect funds through BDKF.

Crowdfunding platforms, on the other hand, are platforms that provide intermediary services by nature. It is obligatory for these platforms to be of the type of joint stock company established to act as an intermediary exclusively for PDKF and/or BDKF activities, and to include the phrase "Crowdfunding Platform" in their trade names. Apart from these, the Communiqué also regulates the minimum capital requirement of the platforms, the qualifications of the shares, and the conditions regarding the founders and directors. In addition to the establishment conditions, additional conditions are stipulated for the platforms to be included in the list. In this context, necessary units, technical infrastructure and policies must be established and a contract must be signed between the platform and the Central Registry Agency and the custodian. As a matter of fact, the platforms engage in crowdfunding activities within the framework of the provisions of the Communiqué.