The Triangular Contractual Structure and Information-Form Liability in Equity- and Debt-Based Crowdfunding Under Turkish Law (Zenodo (CERN European Organization for Nuclear Research))

Summary

• Investors submitting funding requests during crowdfunding campaigns are entitled to a 48-hour withdrawal period under Communiqué III-35/A.2.p.2
• The platform agreement in Turkish crowdfunding is characterized as a mixed innominate contract combining intermediation with digital publication duties.p.2
• Signatories of the entrepreneur information form incur joint and several liability for damages caused by misleading or incomplete disclosures under CML Art. 35/A(6).p.3
• General assembly resolutions restricting pre-emptive rights under TCC Art. 461(2) require affirmative votes representing at least 60% of share capital.p.3
• Funded companies with dematerialised shares follow a special regime where pre-emptive rights can be restricted by two-thirds of participating voting shares.p.4
• Equity-based crowdfunding requires an independent audit firm report on fund usage, whereas debt-based campaigns rely on reports prepared by the investment committee.p.4

Key insights

1. Crowdfunding platforms must obtain operational permission from the Capital Markets Board of Türkiye under Law No. 6362.p.1
2. The three contractual legs of crowdfunding maintain distinct legal identities rather than forming a single compound agreement.p.2
3. An investment committee's approval vote on an information form does not automatically establish signatory or legal representative status.p.3
4. The general 60% share capital voting threshold for pre-emptive right restrictions does not apply to dematerialised funded companies.p.3
5. Oversight rules establish a substantive distinction between independent audit reports for equity campaigns and investment committee reports for debt campaigns.p.4