İçeriğe atla
Istanbul Bar Association No. 1 · Reg. No 61307 gulsah@gumusogluhukuk.com TR EN
Gümüşoğlu Hukuk

Fintech & financial regulation

The regulated side of financial technology.

Legal advice for payment institutions, electronic money institutions and digital commerce companies on the legislation governing their activities, compliance obligations and information technology law.

AML · Law No. 5549

A compliance programme cannot be built on inspection day.

Know-your-customer procedures, suspicious transaction reporting and the limits of the compliance officer's authority: the document trail your defence will rely on is built from the outset.

Cross-border structuring

Company, residence and bank account abroad: one timeline.

Incorporation, ownership structure, residence route and bank account opening across five jurisdictions are run under a single coordination, with each country's breaking point discussed in advance.

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LicencePOSPayment institutionKYCE-moneyCBRTComplianceFintechSuspicious activityMASAKFreeze6493InspectionCryptoLaunderingSettlement5549CybercrimeDigital evidenceBRSACross-borderLtdLLCIncorporationVATBank accountResidenceSanctionsContractsCollection
Av. Gülşah Gümüşoğlu

Cross-border structuring

United Arab Emirates UAE · Dubai
Netherlands Netherlands · BV
United Kingdom United Kingdom · Ltd
United States USA · LLC
Lithuania Lithuania · UAB
Regulatory framework
6493 CBRT
5549 MASAK
5411 BRSA
TCC Cybercrime
VAT Revenue Adm.
6102 Trade registry

Practice areas

Six areas, each with the statute behind it.

In every area, regulator correspondence and the contentious side are handled within the same file.

View all
6493 Payment services and electronic money

Licensing procedures, activity permits, contractual structuring of virtual and physical POS infrastructure, merchant and agent relationships.

Licence application file
Activity permit and share transfer approval
POS and merchant agreements
Agency and representative relationships
CBRT · Application → Review → Licence
5549 Anti-money laundering and compliance

Turning MASAK obligations into a corporate compliance programme, know-your-customer procedures and suspicious transaction reporting.

Compliance programme and officer
Know-your-customer (KYC) procedures
Suspicious transaction reporting
Inspections and administrative fines
MASAK · Identification → Monitoring → Reporting
5411 Banking and financial institutions

Review of structures and transactions under banking legislation, inter-institutional service agreements and correspondence with regulators.

Structure and transaction review
Inter-institutional service agreements
Regulator correspondence
Account relationship disputes
BRSA · Formation → Transaction → Supervision
TCC Cybercrime and criminal proceedings

Defence in cases of aggravated fraud, unlawful access to information systems, damage to data and payment card offences.

Defence at investigation and trial
Digital evidence and expert report challenges
Card offences
Objections to seizure and account freezes
Criminal proceedings · 158 → 243 → 244 → 245
VAT Taxation of digital services

Tax liability of non-resident electronic service providers, filing obligations and the structuring of cross-border flows.

Establishing tax liability
VAT return No. 3 filings
Cross-border flow structuring
Tax audit procedures
Revenue Administration · Registration → Filing → Payment
6102 Corporate and cross-border structuring

Incorporation abroad, intra-group services and fund flows, ownership structure, share transfers and capital transactions.

Foreign incorporation and registration
Intra-group service agreements
Share transfers and capital increases
Shareholders' agreements
Trade Registry · Formation → Share transfer → Capital

Sectors

In which sectors do anti-money-laundering obligations arise?

The obligation depends on the nature of the activity, not the size of the company. The sectors listed here are designated as obliged parties under Turkish law.

01 Banks
02 Brokerage houses and portfolio management
03 Payment and electronic money institutions
04 Crypto asset service providers
05 Authorised exchange offices
06 Financing, factoring and leasing
07 Insurance, reinsurance and pensions
08 Games of chance and betting
09 Postal and cargo companies
10 Real estate trading
11 Precious metals, stones and jewellery
12 Vehicle and machinery trading

How the work is done

How a file is handled.

Regulatory and criminal matters in one file

Correspondence with the CBRT and MASAK is handled together with criminal proceedings; the defence is built on the regulatory history.

A shared language with the technical team

Payment flows, integrations and system architecture are discussed directly with the technical team, so the legal assessment rests on the actual business model.

A single point of contact

The same lawyer handles the file from start to finish; meetings and correspondence are conducted directly.

Cross-border structuring

Company formation, residence and bank account processes across five countries are planned on a single timeline.

Technology & law

A defence that does not understand the payment flow loses the case from the start.

Integration architecture, settlement flows and log records are reviewed together with your technical team, so the legal assessment rests on the system as it actually works.

01 Integration architecture API and provider chain
02 Settlement and custody Asset segregation
03 Logging and records Evidential value
04 Inspection defence Document trail

Cross-border structuring

Setting up a company abroad is easy; keeping it standing is not.

Country guides
UAE · Dubai United Arab Emirates Free zone versus mainland.
Netherlands · BV Netherlands European access and standing.
United Kingdom · Ltd United Kingdom Fast to incorporate, hard to bank.
USA · LLC United States The state you pick decides everything.
Lithuania · UAB Lithuania The fintech licensing route.

Frequently asked questions

The ten questions we hear most.

01 Is my company an obliged party under AML rules, and how do I know?

The obligation depends on the nature of the activity, not the size of the company. The list runs from payment institutions to jewellers, from cargo companies to real estate agents. Not seeing yourself on the list does not mean that view will be accepted at inspection.

02 Does a suspicious transaction report require the offence to be proven?

No. The threshold is suspicion, not certainty. The existence of a matter giving rise to suspicion makes reporting mandatory. Attempted but uncompleted transactions are also covered.

03 My account has been restricted — what should I do first?

Establish the source of the restriction. The path differs entirely depending on whether it stems from the bank's own risk policy, a MASAK request or a judicial decision. A document trail can rarely be reconstructed after the fact.

04 Does incorporating abroad end my tax liability in Türkiye?

No. Controlled foreign company and place-of-management assessments remain in play. If management is found to be carried out from Türkiye in practice, the entity may be treated as a full taxpayer there.

05 I have no company in Türkiye — can I still be liable for VAT?

Yes. A separate liability and return regime applies to non-resident providers supplying electronic services to final consumers in Türkiye; it does not require setting up a company.

06 Does incorporating abroad grant residence rights?

As a general rule, no. Each country has separate immigration routes and the structure must be built after that route is chosen. Setting up a company first and looking for a route afterwards usually leads nowhere.

07 Can I start operating before obtaining a payment institution licence?

What matters is whether the business model falls within one of the service definitions in the legislation. If it does and the activity is carried out without authorisation, it creates criminal liability alongside administrative sanctions; obtaining a written scope opinion beforehand is the least costly step.

08 Must I appoint a compliance officer, and who can it be?

It depends on the obliged party group and scale. The appointee must have sufficient authority, budget and a direct reporting line within the organisation; an appointment without authority protects neither the institution nor the individual at inspection.

09 My company's bank account was closed — can I sue?

The line between a bank's freedom to end a relationship and abuse of right depends on the facts. The first step is to request the reasoning and underlying risk assessment; claims filed without establishing a correspondence trail usually fail.

10 What obligations apply to crypto asset activity?

Service providers are treated as obliged parties for anti-money-laundering purposes; segregation of client assets, custody arrangements and record-keeping infrastructure are each examined separately at inspection.

Knowing where the regulation begins usually ends the argument before it starts.

Get in touch

Contact

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