Language

+90 (212) 217 12 55 +90 (212) 217 12 54 info@kilinclaw.com.tr

Articles

Categories

Publications Archive

Phone
+90 (212) 217 12 55
July 4, 2022

Istanbul Financial Center Law

Competition Law, Capital Markets
Reading Time: 10 minutes

The Istanbul Financial Center Law (“Law”), it is aimed to increase the financial competitiveness of the Republic of Turkey in the international arena, contribute to the development and deepening of financial markets and products and services, strengthen integration with international finance and capital markets, adapt to the innovations in the financial markets in line with technological developments, to enable foreign credit institutions or financial institutions and organizations and other real and legal persons to manage their activities in the countries of the region domestically and make the Istanbul Finance Center (“IFC”) one of the leading global financial centres. 

The Law regulates the provisions on the field, management and operation of IFC and the activities carried out within the scope of IFC and primarily discounts, exemptions, other tax advantages and some conveniences are envisaged primarily for companies holding a participant certificate. In this context, since IFC aims to unite a wide range of financial institutions and organizations such as banks, capital markets institutions, participation finance companies, financial investment and portfolio management companies and insurance companies in a single location; incentives are provided by adopting sustainable and participatory approaches to all financial services, especially in the field of international trade.

As well as focusing on strategic sub-sectors such as banking, insurance, green finance, financial technologies and participation finance within the scope of IFC; it is intended to be supported portfolio management, wealth management, project finance, fund management and reinsurance companies operating in the international financial services sector line with the best practice examples in the world. In addition, to support financial services activities to be carried out at IFC, it is aimed to create a wide ecosystem across the region, together with consultancy, IT, telecommunications and financial technology companies.

  • COMPANIES THAT CARRY ON A BUSINESS IN IFC

By referring to the relevant legislative provisions with the Article 2 of the Law; It is regulated that securities, derivative instruments, payment systems, electronic money and similar activities, services and transactions under banking, capital markets, insurance, financial leasing, factoring and similar markets can be carried out as financial activities in IFC-Istanbul. Financial activities and persons engaged in financial activities within the scope of the law are listed in TABLE-1 below. It should be emphasized that simply being one of the relevant persons within the scope of TABLE-1 will not be sufficient to operate as a participant in IFC-Istanbul. With the 3rd article of the Law, it is stated that financial institutions can operate in IFC-Istanbul with a “participant certificate” to be issued by the Presidency Finance Office. It is expected that the criteria that will form the basis for the issuance of the participant certificate will be regulated by the implementing regulation.

TABLE-1:

FINANCIAL ACTIVITIES WITHIN THE SCOPE OF ARTICLE 2 OF THE LAW RELEVANT PERSONS
Activities, services and transactions specified under the Law No. 1567 on the Protection of the Value of Turkish Currency
  • Persons who purchase and sell foreign exchange, coins, shares, and bonds, precious metals and precious stones, and all kinds of goods and assets made of or containing them, and all kinds of instruments and documents that are used to provide commercial papers and payments.
Activities, services and transactions specified under the Private Pension Savings and Investment System Law No. 4632
  • Pension companies licensed in the pension branch established by Law No. 4632 to operate in the private pension system 
  • Retirement Mutual Funds
Activities, services and transactions specified under the Banking Law No. 5411
  • Deposit banks established in Turkey
  • Participation banks
  • Development and investment banks and branches of such establishments established abroad in Turkey
  • Financial holding companies
  • Banks Association of Turkey
  • Turkish Participation Banks Association
  • Banking Regulation and Supervision Agency
  • Savings Deposit Insurance Fund
Activities, services and transactions specified under Law No. 5464 on Bank Cards and Credit Cards
  • Organizations that establish a bank or credit card system, issue cards, and sign merchant agreements
Activities, services and transactions specified under the Insurance Law No. 5684
  • Operating in Turkey;
  • Insurance companies
  • Reinsurance companies
  • Association of Insurance, Reinsurance, and Pension Companies of Turkey
Activities, services and transactions specified under the Law No. 6361 on Financial Leasing, Factoring, Financing and Savings Finance Companies
  • Established in Turkey;
  • Financial leasing companies
  • Factoring companies, 
  • Financing companies,
  • Savings finance companies
  • Banks
  • Participation banks
  • Development and investment banks
Activities, services and transactions specified under the Capital Markets Law No. 6362
  • Those who issue capital market instruments and offer them to the public;
  • Publicly traded companies,
  • Portfolio management companies,
  • Investment partnerships,
  •  Other companies engaged in capital market activities
  • Capital market institutions
  • Operators of organized markets where capital market instruments are traded.
  • Turkish Capital Markets Association
  • Association of Valuation Experts of Turkey
  • Central clearing houses 
  • Central depository institutions 
  • Central Registry Agency 
  • Capital Markets Board
Activities, services and transactions specified under Law No. 6493 on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions
  • Legal entities (payment institutions) authorized to provide and perform payment services
  • Legal entities authorized to issue electronic money (electronic money institutions)

Nevertheless, within the scope of the Law, not only legal entities engaged in financial activities but also branches, liaison offices, representative offices and national wealth funds of legal entities are considered financial institutions. However, it should be emphasized; Since liaison offices cannot generate financial profits, we recommend that the incentives provided by the Law be utilized as profit-making within 2 years after the establishment of the liaison office.

  • CONDUCTING FINANCIAL ACTIVITIES

All kinds of financial activities permitted or not prohibited by the relevant legislation such as deposit acceptance, participation fund acceptance, cash and non-cash lending transactions of all types and forms, custody services, factoring and forfeiting transactions, financial leasing transactions, insurance, portfolio management, investment consultancy, issuance of debt instruments related to capital markets, crowdfunding, project financing can be carried out by the participants in IFC.

First of all, the area where the activities will be carried out within the scope of the Law has been determined as IFC; In IFC, it is regulated that all kinds of works and transactions, including the operation and management of the infrastructure and superstructure, and the renting of independent sections and areas, will be carried out by the “managing company” for 20 years. The managing company will be established as a joint-stock company by the Turkey Wealth Fund to use the duties and authorities given under the Law and will operate subject to the provisions of private law. With the arrangement made, services such as energy, security, cleaning, waste management, transportation, parking, landscaping, promotion, rental, maintenance and repair are carried out uniformly and uninterruptedly; In this way, it is aimed to ensure managerial efficiency, to provide support to the participants regarding all infrastructure and superstructure, and to reduce management and operating costs.

In this context, it should be noted that; IFC has been designed as two different sections, the office area where financial institutions will operate, and the out-of-scope area, which includes commercial and social units where employees will meet their daily needs.

  • Office Space 

Real and legal persons and their branches and representatives, ordinary partnerships, liaison offices, regional management centres and national wealth funds are required to obtain a participant certificate to operate in the office area, which consists of independent sections designated according to the purpose of use within the boundaries of IFC.  The participant certificate can be issued in different types and qualities according to the activities to be carried out by the participants. Thanks to the distinctive feature of the participant certificate, it is aimed to create a qualified financial ecosystem and human resources in the region.

  • Out of Space

Space discounts, exceptions and conveniences designed for structures that will carry out financial activities will not be applied to businesses that will be located in an area outside the scope where they can meet the daily needs of the personnel who will work at IFC and the visitors.

  • One-Stop Bureau

A one-stop bureau will be established to facilitate the permit, license, license and similar approval application processes regarding the activities and employees of the participants, and to quickly monitor the works and transactions from a single source. It is foreseen that the procedures and principles regarding the functioning of the one-stop bureau will be determined by the implementing regulation.

  • ADVANTAGES OF THE BILL

  • Tax Exemption, Reduction, and Immunity

  • Regarding financial services export;

To begin with, it shall be noted that financial services provided by financial institutions to non-residents by obtaining a participant certificate within the scope of the law will be considered as financial service exports, provided that the service is ultimately utilized abroad. However, derivative transactions carried out by financial institutions on their own behalf and account, buying or selling assets for their portfolios, and activities that bring the savings of residents abroad are not included in the scope of export of financial services.

  • Corporation Tax:

It is regulated that 75% of the earnings obtained within the scope of activities in the nature of financial service export will be deducted from the corporate income in the determination of the corporate tax base, provided that it is separately shown on the corporate tax return. In this context, it should be added that in order to make IFC competitive on a global scale and to encourage moving to IFC, the exemption rate will be applied as 100% for corporate earnings for the taxation period of 2022 to 2031. The mentioned period covers the accounting periods starting within the relevant years for the institutions designated as special accounting periods.

  • Banking and Insurance Transactions Tax:

Transactions in the nature of financial service exports and money received in favour of these transactions are exempt from banking and insurance transactions tax. In terms of financial institutions, banking, and insurance transactions tax increase the intermediation costs as it is a transaction cost element. Accordingly, in order to reduce the operating costs of the participants and to ensure their competitiveness, only the activities within the scope of financial services export and the money received in favour of these activities are exempted from the tax on banking and insurance transactions.

  • Stamp Duty and Fees

Transactions related to financial service activities are exempt from all kinds of fees, and papers issued regarding these transactions are exempt from stamp duty.

It should be noted that the financial activity fees required to be collected from the headquarters and branches of the financial institutions in IFC, which have obtained the participation certificate, in accordance with the Act of Fees Law No. 492, will not be collected for 5 years from the effective date of this law; In addition, accrued fees as of the effective date of the law will not be cancelled and the collected ones will not be refunded.

  • Regarding the employees;

The actual net value of the monthly wage paid to the personnel employed by financial institutions that have obtained a participant certificate and who did not work in Turkey in the last three years before starting to work; 60% of those who have at least five years of professional experience abroad and 80% of those who have at least ten years of professional experience abroad will be exempted from income tax. Thus, it is aimed that IFC becomes a center of attraction for the qualified human resources that will come from abroad and are expected to create added value in their field.

  • Regarding leasing of immovables;

Transactions regarding the leasing of immovables in IFC are exempt from all kinds of fees and the documents issued regarding these transactions are exempt from stamp duty.

  • Participants Operating in At least Three Countries

Exceptions and exemptions regarding i. Regarding the financial service exports, ii. Regarding the employees and iii. Regarding the leasing of immovables, among the international companies that provide certain operational functions through the treasury and regional management offices by focusing some of their units, it is foreseen to be implemented in terms of the activities of the regional treasury and financial management centers of the participants operating in at least three countries.

  • Facilitation of Adaptation to International Markets:

As it is known, in the Presidential Decree dated 12.09.2018 and numbered 85 and the Decision No. 32 on the Protection of the Value of Turkish Currency published in the Official Gazette dated 13.09.2018, the contract value and other payment obligations in certain types of contracts to be concluded between themselves in foreign currency. Some regulations have been made regarding the fact that it cannot be determined in denominated or foreign currency indexed. However, in accordance with this Law; It is stated that the Ministry of Treasury and Finance is authorized to make regulations so that the participants operating in IFC can keep and issue books and documents in foreign currency, regardless of the provisions of the Tax Procedure Law No. 213 and the Turkish Commercial Code No. 6102.

In addition, the participants are exempted from the obligation to use Turkish in all kinds of transactions, accounts, documents, and books that they are obliged to keep for the services they perform and carry out among themselves and at IFC. With the provision of these regulations, participants operating in IFC are provided with the freedom to keep records in a foreign language required by international organizations.

In addition, organizations that have obtained a participant certificate are also allowed to freely choose their preferred law in all kinds of transactions and contracts subject to private law within the scope of their activities at IFC, provided that they do not contradict the provisions of the legislation to which the relevant participants are subject.

It should be emphasized that; only the participants and the regional treasury and financial management centers of the participants actively operating in at least three countries will be able to benefit from these regulations, which are considered within the scope of harmonization with international markets.

  • Benefits of IFC in terms of Labor Law

In accordance with the International Labor Law No. 6735, which regulates the procedures and principles to be followed in the work and transactions regarding work permits and work permit exemptions to be granted to foreigners, it is prohibited to work or be employed in Turkey without a work permit, but exceptional cases where a work permit can be issued are also regulated.

Within the scope of the IFC, in order to facilitate access to qualified international human resources, the Law stipulates that the regional treasury and financial management centers of the participants that will operate in the IFC and the participants actively operating in at least 3 countries can employ foreign nationals with work permits and that work permit applications to be made within this scope will be considered as one of the exceptional cases listed in the International Labor Law.

  • REGULATION

As explained in detail above, it is foreseen that the procedures and principles regarding the issuance of a participant certificate, including the conditions for exemption, suspension and revocation of the participant certificate, and the procedures and principles regarding the implementation of this Law, including the procedures and principles regarding the operation of the one-stop bureau, and other matters shall be regulated by an implementing regulation to be issued by the President.

Within the scope of this Law, since regulation has not yet been published, a connection cannot be established regarding the relationship of the Law with other laws, regulations and other relevant legislation, and it cannot yet be determined whether the state aid, incentives and exemptions granted under other legislation will be applied together with this Law. Following the publication of the relevant regulation, information on the procedures and principles regulated and the actions to be taken will be completed.

  • IN CONCLUSION

Within the scope of this Law, sustainable and participatory approaches will be adopted and promoted for all financial services, particularly in the field of international trade. The Law regulates discounts, exemptions and other tax advantages aimed at making the IFC competitive. In addition, the provisions of the Law facilitate the attraction of qualified human resources.

While the possibility of benefiting from the discounts, exemptions and other tax advantages stipulated within the scope of the Law is conditional upon obtaining a participant certificate and being located in the office space and exporting financial services, only obtaining a participant certificate and is located in the office space is deemed sufficient for benefiting from the regulations aimed at attracting qualified human resources.

In conclusion, the procedures and principles regarding the implementation of the Law and the matters specified under the Law will be regulated by regulations to be issued by the President.

Real Estate
Demands for new real estate development around the world, whether commercial, industrial, residential, or infrastructure related have brought a...

DAHA FAZLA BACK TO ARTICLES HOMEPAGE
@