The increasing role of crypto-assets in economic life makes it necessary to examine them not only as technological innovations, but also as legal and financial instruments. This is particularly important where certain crypto-assets are used for investment purposes or grant rights similar to those attached to capital market instruments.

In Turkey, the main statutory framework on crypto-assets was introduced by Law No. 7518 on Amendments to the Capital Markets Law. This law amended the Turkish Capital Markets Law No. 6362 and introduced several basic concepts relating to crypto-assets. However, the law itself does not provide a detailed classification of all types of crypto-assets.

Nevertheless, the general reasoning of Law No. 7518 refers to certain types of crypto-assets. One of these concepts is security crypto-assets.

The Difference Between the Text of the Law and Its General Reasoning

Law No. 7518 defines crypto-assets and regulates concepts such as crypto-asset service providers, platforms, custody services and wallets. However, the statutory text does not contain a separate and detailed definition of “security crypto-assets”.

The general reasoning of the law, on the other hand, refers to crypto-assets that contain rights specific to securities. This shows that the Turkish legislator does not treat all crypto-assets as a single uniform category. Instead, it recognizes that some crypto-assets may contain rights similar to those attached to capital market instruments.

Even though the law does not provide a complete classification in its text, the reference made in the general reasoning is important. The general reasoning may help explain the purpose of the law and may serve as an interpretative source for future regulatory and judicial assessments.

What Are Security Crypto-Assets?

Security crypto-assets may generally be understood as crypto-assets that represent or are connected to rights specific to securities in a digital environment.

Such assets may produce economic effects similar to shares, debt instruments or investment contracts. For example, a crypto-asset may grant its holder an economic interest in a company, project or financial structure. This interest may appear in the form of profit participation, revenue sharing, repayment rights or other rights typically associated with capital market instruments.

At this point, the decisive factor is not merely whether the asset is technically created on a blockchain or another distributed ledger system. The real issue is what type of right the asset provides and what its economic function is.

The Name of the Crypto-Asset Is Not Decisive

The legal nature of a crypto-asset cannot be determined solely by the name given to it. Describing an asset as a “token”, “coin”, “utility token” or any other similar term does not automatically determine its legal classification under Turkish capital markets law.

What matters is the substance of the asset. If a crypto-asset grants its holder rights similar to those attached to securities, it may need to be assessed within the framework of capital markets law.

Therefore, each crypto-asset should be examined separately. Its technical structure, issuance purpose, rights granted to investors, economic function and actual use in the market should all be considered together.

Issuance of Capital Market Instruments as Crypto-Assets

One of the important aspects of Law No. 7518 is that it takes into account the possibility of issuing capital market instruments as crypto-assets. Under the amendments introduced by the law, such issuance attempts may fall within the regulatory and supervisory authority of the Turkish Capital Markets Board.

This approach shows that the boundary between crypto-assets and capital market instruments may not always be clear. Some digital assets may be created technically as crypto-assets, but may have the legal and economic characteristics of capital market instruments.

In such cases, the role of the Capital Markets Board becomes particularly important. Regulatory supervision may be necessary to protect investors, ensure market reliability and prevent unauthorized capital markets activities.

Importance for Investor Protection

Security crypto-assets are particularly important from the perspective of investor protection. Such assets are often acquired with an investment expectation. The investor may expect to obtain a return from a company, project or economic structure.

For this reason, the promotion, issuance, sale and secondary market trading of such assets should be carefully assessed from a legal perspective. Information provided to investors, technical documents, risk disclosures, obligations of issuers and responsibilities of platforms may become significant issues in practice.

Considering the high volatility of crypto-assets, information asymmetry and technological risks, the uncontrolled offering of crypto-assets that may qualify as securities could create serious legal problems.

CMB Supervision and Regulatory Approach

The Turkish Capital Markets Board is the main regulatory authority for capital markets activities in Turkey. Where crypto-assets intersect with capital market instruments, the regulatory and supervisory powers of the Board may become relevant.

This may be particularly important in relation to the following questions:

Whether a crypto-asset qualifies as a capital market instrument,

What rights are granted to investors by a crypto-asset,

Whether the issuance process is subject to authorization or approval,

Whether platforms may intermediate the trading of such assets,

Which disclosure and protection mechanisms should apply to investors.

These issues are likely to remain among the most important discussion areas of Turkish crypto-asset law.

The Interpretative Role of the General Reasoning

The reference to security crypto-assets in the general reasoning of Law No. 7518 is important for future interpretation. The general reasoning may show how certain concepts, which are not expressly regulated in detail in the statutory text, were considered by the legislator.

In fast-developing fields such as crypto-assets, statutory texts often follow technological developments with some delay. Therefore, the purpose of the legislation, the general reasoning and the overall structure of the law may gain particular importance in legal interpretation.

The same applies to security crypto-assets. Even though the law does not contain a detailed classification, the general reasoning shows that the legislator was aware of the connection between crypto-assets and capital markets law.

Need for Further Regulation under Turkish Law

Security crypto-assets are one of the areas where Turkish law may require more detailed regulation. This is because they concern both crypto-asset law and capital markets law.

Further clarification may be needed on issues such as:

How crypto-assets with security-like characteristics will be identified,

Which conditions will apply to their issuance,

What information must be provided to investors,

Under what conditions they may be traded on platforms,

How the liability of issuers and service providers will be determined,

How similar assets issued abroad may be offered in Turkey.

Clearer rules in these areas would contribute to market reliability and provide a more predictable legal environment for persons and entities operating in the crypto-asset sector.

Conclusion

Security crypto-assets represent one of the most important intersections between Turkish crypto-asset law and capital markets law. Although Law No. 7518 does not regulate this concept in detail, the general reasoning of the law refers to crypto-assets containing rights specific to securities.

This indicates that the Turkish legislator does not consider all crypto-assets as identical digital values. Some crypto-assets may have features similar to capital market instruments and may therefore require a separate legal assessment.

For this reason, the legal nature of crypto-asset projects, issuance processes and platform activities should be determined not only by their technological structure, but also by the rights they provide and their economic function.

It is likely that Turkish law will develop more detailed rules on security crypto-assets in the coming period. In this process, the regulatory approach of the Turkish Capital Markets Board will play a central role in investor protection and market reliability.