Digital Infrastructure & Fintech Projects in Türkiye: Legal Design for Bankability

I. Introduction

As of August 2025, Türkiye is entering a defining phase in the convergence of digital infrastructure investment and project finance structuring. No longer confined to roads, power plants, and hospitals, the scope of “bankable infrastructure” has evolved to include digital payment ecosystems, fintech platforms, cross-border data systems, and even crypto asset infrastructure—all requiring long-term capital and legal durability.

The landmark MoU signed on 16 July 2025 between Trendyol, Baykar CEO Haluk Bayraktar, Abu Dhabi’s ADQ, and Ant International marks a symbolic shift: a digital finance project with the scale, political backing, and strategic relevance typically reserved for traditional infrastructure. With plans to offer payments, deposits, lending, investment, and insurance services to a user base of millions, the proposed platform represents more than commercial ambition—it is an example of fintech-as-infrastructure, requiring structured financing and robust regulatory design.

At the same time, institutional momentum is catching up. The Capital Markets Board (SPK) issued its Crypto Asset Service Provider regulations (Communiqués III-35/B.1 and B.2) earlier this year, followed by interpretative guidance in June 2025. These impose capital adequacy, governance, custody and audit requirements on digital platforms—paving the way for legal recognition and regulation of previously informal markets. Meanwhile, the Banking Regulation and Supervision Agency (BDDK) and the Central Bank (CBRT) are expanding their roles in embedded finance, digital wallets, and non-bank microfinance, reflecting a need for unified supervisory reach over digitally native services.

This regulatory expansion, combined with multilateral lending interest in digital transformation (e.g., AIIB and IsDB in Türkiye’s digital infrastructure frameworks), creates a rare opportunity: to structure digital infrastructure projects with the same legal and financial discipline applied to transport, energy, or healthcare.

But therein lies the challenge. Unlike a toll road or power plant, a fintech platform often holds no fixed assets, monetizes user data rather than physical output, and faces cross-border regulatory arbitrage in real time. These distinctions raise difficult legal questions: Can user data be pledged? Can a lender take control of a failing platform? How is default defined in decentralized or modular systems?

This article examines these challenges through a legal lens, outlining how project finance principles—covenant packages, security structures, direct agreements—must evolve to meet the realities of digital infrastructure. It highlights key regulatory shifts in Türkiye as of August 2025, explores legal risks and lender expectations, and proposes how legal counsel can structure deals that are not only compliant but resilient.

In Türkiye’s next phase of growth, digital infrastructure is no longer optional. Whether it’s a national payment system, a data center backbone, or a fintech consortium targeting SMEs, the legal foundation must be built before the capital arrives.

II. Fintech as Infrastructure: The New Investment Case

Traditionally, project finance has focused on physical infrastructure—assets that are tangible, insurable, and capable of generating long-term, predictable cash flows. However, as of mid-2025, a structural shift is underway: fintech platforms and digital infrastructure are increasingly treated as strategic, capital-intensive assets, both by regulators and investors.

This trend is not theoretical. The Trendyol–Baykar–ADQ–Ant collaboration announced in July 2025 explicitly frames the proposed fintech venture as a multi-service financial ecosystem supporting e-commerce, SMEs, and domestic payment rails. Its core proposition—building a platform offering lending, deposit-taking, insurance, and investment services—mirrors the functional footprint of traditional infrastructure in that it aims to provide critical economic utility to a mass user base. It also implies significant upfront capital requirements, long-term risk allocation, and regulatory oversight—all conditions that invite project finance structuring.

From an investment standpoint, Development Finance Institutions (DFIs) and multilateral banks are beginning to view fintech as a lever for financial inclusion, SME digitization, and macroeconomic resilience. The Asian Infrastructure Investment Bank (AIIB) and the Islamic Development Bank (IsDB)—both active in Türkiye—have recently shifted focus toward digital enablement in emerging markets. Digital identity platforms, national e-payment systems, and embedded finance for micro-entrepreneurs are now being treated as bankable project components.

This evolution presents a compelling investment thesis—but also reveals structural legal gaps:

1. Platform-based revenue models lack the predictable cash flows of tolls or tariffs. Instead, income is driven by usage, transaction volume, or embedded commissions—requiring more agile financial covenants and broader definitions of material adverse change.
2. Collateral structures are unconventional. Rather than pledging fixed assets, project sponsors must offer rights over software IP, data flows, payment processor agreements, and user onboarding frameworks—each of which has unique enforceability challenges under Turkish law.
3. Consortium governance becomes critical. Fintech projects are rarely single-sponsor initiatives. They involve joint ventures, layered shareholders, and technology licensors. Aligning governance rights with lender expectations—particularly around vetoes, step-in provisions, and change of control—is essential for legal bankability.
4. Licensing risk is central. Unlike traditional projects, where licensing is project-specific and often binary (granted or not), fintech licenses are continuous, behavioral, and revocable. BDDK and SPK require compliance not just on day one, but throughout operations—exposing lenders to regulatory breach risk beyond their control.

In Türkiye’s current climate, where digital public infrastructure is both a political priority and a market necessity, legal design will determine which projects move beyond vision to execution. As investment scales up and cross-border capital enters the digital ecosystem, project finance techniques must be retooled to accommodate non-traditional assets, fluid revenue models, and real-time regulation.

The investment case is strong. The challenge is making it legally bankable.

III. Regulatory Anchors for Digital Bankability

As of August 2025, Türkiye’s digital infrastructure and fintech sectors operate under an increasingly defined—but still evolving—regulatory framework. For any project finance structure to be viable in this space, the legal foundations must be stable, enforceable, and predictable. This depends heavily on how licensing, supervision, and compliance obligations are codified and interpreted across multiple regulatory bodies.

1. Capital Markets Board (SPK) – Crypto Asset Service Providers

In March 2025, Türkiye enacted a long-awaited legal framework for crypto asset platforms through Communiqués III-35/B.1 and III-35/B.2, published by the SPK. These introduce:

• Licensing requirements for crypto exchanges and custodians
• Minimum capital thresholds and corporate governance rules
• Client asset segregation and security controls
• Disclosure and audit obligations

While the law enhances legitimacy and facilitates institutional funding, it also increases compliance risk. For lenders considering exposure to fintech projects involving digital assets, the legal enforceability of collateral, platform access rights, and data ownership must now account for SPK compliance status as a baseline due diligence item.

In the context of project finance, these platforms must demonstrate that their regulated activities are portable and not person-dependent—i.e., that their business continuity is not contingent on a founder or single technology vendor, but is tied to licensed, auditable operations capable of being stepped into or transferred under lender direction.

2. Banking Regulation and Supervision Agency (BDDK)

The BDDK’s supervisory role has expanded over the past year, now covering:

• Embedded finance structures (credit extension within platforms)
• Non-bank payment institutions
• Digital-only microcredit and BNPL services

Fintech operators that touch on deposit-taking, lending, or intermediary roles now face capital adequacy, internal control, and conduct supervision requirements—similar to those applied to conventional banks. These developments have direct implications for lenders and sponsors:

• Projects must structure operations in a way that isolates regulated activities, often through ring-fenced SPVs or layered licensing entities.
• Any financing facility must consider regulatory breach as an independent event of default, with clearly defined remediation windows.
• Lenders must verify that project cash flows (often routed through APIs or digital rails) do not trigger unauthorized banking activities under BDDK rules.

3. Central Bank of Türkiye (CBRT) – Cross-Border Payment Infrastructure

The CBRT’s role continues to expand through its:

• Supervision of cross-border payment systems and e-money issuers
• Restrictions on foreign-based payment processing
• Authorization of domestic e-wallet operators

Given the strong push for localization of critical infrastructure, including servers, data, and processing nodes, sponsors and financiers must be careful not to rely on operating models that assume offshore licensing or foreign cloud-based processing—unless such structures are explicitly permitted under CBRT guidance.

From a project finance perspective, this translates to host-country alignment risks—the potential for a lender’s security over payment flows or platform code to be invalidated due to data sovereignty or unauthorized use of foreign infrastructure. Financing documents must include precise governing law and jurisdiction clauses, local agent mechanisms, and platform compliance undertakings with measurable indicators.

IV. Financing Structures for Digital Projects

The project finance model, historically developed around tangible infrastructure assets, must now be tailored to fit the intangible-heavy, revenue-volatile, and regulation-sensitive nature of digital infrastructure and fintech platforms. In Türkiye, structuring viable financing for these types of ventures requires rethinking how value is captured, secured, and enforced under the law.

1. Revenue-Backed Platform Structures

Digital projects—especially fintech ecosystems offering payments, credit, and investment services—generate cash flows from transaction volumes, commissions, or usage-based fees, rather than from fixed tariffs. These streams are often variable and depend on user growth, platform adoption, and the stability of regulatory permissions.

To secure these cash flows:

• Sponsors are increasingly required to assign future receivables arising from service agreements, merchant contracts, and API integrations.
• Revenue-sharing frameworks between embedded finance providers and core platforms must be clearly documented and pledged.
• In syndicated structures, lenders may require collection account controls or escrow waterfall models, even before platform profitability is achieved.

In Türkiye, such models are enforceable only if supported by:

• Valid and registered alacak temlikleri (assignment of receivables) under the Turkish Code of Obligations;
• Transparent third-party contracts and underlying revenue mechanics, vetted during due diligence;
• Mechanisms for replacing non-performing revenue contributors or reassigning platform access rights in the event of default.

2. Treatment of Intangible Assets

Unlike power plants or ports, fintech ventures often rely on intangible value—proprietary software, source code, user data, and digital licenses. For lenders, these assets must be capable of being monetized or controlled in distress scenarios.

Challenges include:

• Intellectual property (IP): While software and algorithms can be pledged under Turkish movable pledge law (Law No. 6750), enforceability depends on proper registry filings and precise definitions of the scope of IP rights.
• User data: Personal data is protected under the Law on the Protection of Personal Data (KVKK). Pledging or transferring such data—even indirectly—requires strict compliance with KVKK provisions and Data Protection Authority (KVKK Kurulu) approval, particularly for cross-border flows.
• Software-as-a-Service (SaaS) models: Where the platform is hosted via subscription or license, lenders must assess whether the borrower owns the software or merely rents it—since the latter cannot be pledged.

Workarounds often involve:

• Structuring transactions to include step-in rights to source code, including escrowed release conditions or developer undertakings;
• Requiring sponsors to deliver IP assignments or licenses for enforcement upon default;
• Including service continuity covenants with third-party tech vendors, ensuring lenders can continue platform operations if needed.

3. Equity Backing and Sponsor Guarantees

Because of the asset-light nature of fintech ventures, lenders often demand:

• Higher equity ratios (30–40%), pre-funded into blocked accounts;
• Personal or corporate guarantees from technology sponsors or founding shareholders;
• Irrevocable standby letters of credit (SBLCs) to backstop early-stage operational risk.

Legal counsel must ensure:

• SBLCs comply with both Turkish enforcement rules and international banking norms (e.g., UCP 600);
• Shareholder support agreements clearly define cure obligations, capex contributions, and dividend restrictions aligned with project performance.

4. Local and International Law Considerations

Given that many fintech structures involve cross-border software, investors, and service providers, financing documents must reconcile:

• Turkish security law requirements (movable pledges, receivable assignments, financial leasing terms);
• International financing standards (English-law governed facility agreements, ECA/DFI compliance frameworks);
• Platform-specific elements (data localization, crypto regulation, sandbox pilot clauses).

Hybrid structures—where key contracts are governed by foreign law, but enforcement takes place in Türkiye—require local law legal opinions, careful use of intercreditor arrangements, and sometimes dual-language documentation to ensure admissibility in Turkish courts.

V. Risks & Mitigations in Digital Project Finance

Digital infrastructure projects in Türkiye face a distinct set of legal and operational risks not typically encountered in traditional project finance. These risks are tied less to construction failure or commodity volatility and more to regulatory fluidity, platform fragility, and asset enforceability. For financiers and sponsors alike, legal risk allocation must be tailored with foresight and precision.

1. Cybersecurity & Data Governance Risks

Fintech platforms are inherently exposed to cybersecurity breaches, data loss, and service disruptions—each of which could trigger regulatory penalties or breach-of-contract scenarios. Türkiye’s Personal Data Protection Law (Law No. 6698) imposes strict liability on data controllers, meaning sponsors and financiers must consider:

• Insurance-backed cybersecurity coverage with defined exclusions
• Inclusion of force majeure carve-outs that distinguish between malicious third-party acts and internal mismanagement
• Third-party audit rights for lenders over IT infrastructure, penetration testing, and business continuity plans

Legal mitigation involves ensuring all platform participants—especially third-party developers, cloud providers, and data processors—are bound by clearly enforceable SLAs, with step-in or substitution rights in case of performance failure.

2. Regulatory Breach as a Financing Event of Default

The licensing frameworks issued by SPK, BDDK, and CBRT are not one-time permissions—they require continuous compliance. This means a breach in AML obligations, failure to report transactions, or loss of regulatory capital adequacy can trigger lender exit rights.

To mitigate this:

• Facility agreements now include “regulatory compliance” as a core representation and warranty, tied to covenant testing mechanisms
• Sponsors are required to furnish quarterly regulatory compliance certificates and notify any administrative sanctions or investigations
• Some DFIs require event-linked liquidity reserves, released only upon confirmation of continued license validity

Counsel must ensure that any project restructuring or corporate change does not inadvertently breach licensing conditions, and that materiality thresholds for breach are aligned with actual regulatory penalties imposed under Turkish law.

3. Insolvency and Platform Control Risk

Unlike physical assets, fintech platforms are often housed in lean SPVs or foreign-incorporated tech firms. In insolvency, the value of the platform may collapse quickly if source code, domain names, data, or user access are inaccessible.

Mitigation techniques include:

• Pre-agreed IP transfer mechanisms and license survivability clauses
• Code escrow arrangements (under Turkish IP law or international standards)
• Assignment of admin-level platform rights (not just commercial contracts) in lender security packages

Moreover, Turkish lenders are increasingly demanding direct agreements not only with users or offtakers—but also with technology vendors, ensuring the platform’s backend remains operational during sponsor distress.

4. Misalignment Between Legal and Technological Layers

A fintech project’s legal success hinges on its ability to align governance, technology, and compliance. For example:

• A “smart contract” automating loan disbursement may not be recognized under Turkish law unless backed by enforceable documents
• A platform’s use of AI in credit scoring may breach anti-discrimination laws or financial consumer protection rules if unchecked

Counsel must work closely with technical teams to:

• Vet all tech systems for legal auditability
• Ensure that automated decisions can be reversed or overridden by human intervention
• Anticipate regulatory sandboxes or carve-outs needed to pilot new features lawfully

VI. Outlook: What Legal Counsel Must Deliver

As Türkiye’s digital infrastructure and fintech projects continue to expand, legal counsel must step into a more strategic, technical, and anticipatory role. The traditional project finance toolkit—while still valuable—must be augmented with regulatory fluency, digital asset structuring, and cross-border harmonization skills to meet the demands of investors, regulators, and platform operators.

Here’s what that legal role increasingly demands:

1. Integration of Regulatory Compliance into Deal Structuring

Legal counsel must now address regulatory compliance as a live input, not an afterthought. This includes:

• Mapping licensing timelines and ongoing supervision under SPK, BDDK, and CBRT as part of closing conditions
• Anticipating triggers for license suspension or revocation in relation to financing covenants
• Coordinating regulatory approvals for complex ownership structures, including foreign shareholders or layered fintech ventures

Counsel must build contract clauses that allow for compliance risk mitigation without derailing the financing—such as substitute SPV provisions or contingent capital triggers.

2. Harmonization of Turkish Law with Global Financing Standards

Given the prominence of DFIs, ECAs, and foreign institutional lenders in Türkiye’s project finance market, legal structures must bridge:

• Turkish pledge and assignment regimes (e.g., movable pledge law, alacak temliki)
• Governing law and dispute resolution preferences in syndicated loan agreements (often English law + arbitration or foreign courts)
• Local enforceability of cross-border collateral and direct agreements

Legal counsel must draft structures that are enforceable in Türkiye while also compatible with international lender expectations. This includes advising on dual-governed documents, validating court enforceability, and obtaining formal legal opinions on security perfection and ranking.

3. Precision in Platform Governance and Exit Planning

Digital infrastructure deals involve joint ventures, platform shareholders, and tech sponsors with distinct incentives. Counsel must draft:

• Governance frameworks that protect minority investor rights, lender security, and platform continuity
• Shareholder agreements with tag/drag rights, deadlock mechanisms, and regulated exit paths
• Provisions enabling step-in or substitution of sponsors or service providers without triggering regulatory breaches

This also includes ensuring that IP ownership, license survivability, and developer obligations are clearly scoped and enforceable during post-default enforcement.

4. Frontloaded Legal Due Diligence on Technology and IP

Financiers now expect legal counsel to go beyond contract review. This includes:

• Verifying the chain of title to software, APIs, and user interfaces
• Ensuring that source code, hosting rights, and data processing agreements are auditable and assignable
• Reviewing cybersecurity policies, data breach protocols, and KVKK alignment for platform viability

In some deals, legal advisors are expected to liaise directly with CTOs and product teams to validate operational claims and technology dependencies—especially where tech risk is bankability risk.

5. Proactive Risk Allocation and Scenario Planning

Legal support must anticipate not only breaches but shifting legal landscapes. This includes:

• Drafting covenant flexibilities that anticipate future fintech laws or CBRT capital controls
• Creating modular contract frameworks that can adjust to regulatory sandbox pilot outcomes
• Including change-in-law protections for revenue models exposed to digital tax or data localization mandates

VII. Conclusion

Türkiye’s digital infrastructure and fintech markets are no longer side narratives in its economic development—they are now front and center. From e-wallets and embedded credit to data centers and payment rails, the projects being developed today will shape the country’s economic, regulatory, and technological identity for the next decade.

But with this strategic relevance comes a higher bar for how these projects are structured, governed, and financed.

Unlike traditional infrastructure, digital projects depend on fluid regulatory approvals, asset-light business models, and intangible capital such as intellectual property and user data. They also face risks that are rapid and systemic—cyber threats, platform collapses, or cross-border compliance failures can destroy project value overnight.

This means that legal design is no longer a back-office concern—it’s the enabling condition for financing. Whether the funding is provided by DFIs, commercial lenders, or strategic investors, the ability to scale these projects safely and durably hinges on how legal risks are allocated, how regulatory frameworks are navigated, and how platform operations are future-proofed.

As of August 2025, Türkiye is making significant regulatory progress. The Capital Markets Board, the Banking Regulation and Supervision Agency, and the Central Bank are all expanding and clarifying their jurisdiction over fintech and digital asset activity. But legal grey zones remain—and it is precisely in these gaps that legal counsel must operate most actively.

Going forward, sponsors, banks, and even public authorities will need lawyers who can speak both regulatory and technical languages. The ability to harmonize cross-border contracts, structure enforceable security over intangible assets, and anticipate compliance exposure will be the difference between scalable digital transformation and failed pilot projects.

Türkiye has the capital, the technology, and the ambition to lead in digital infrastructure. The question is: can the legal infrastructure keep up?