{"id":7980,"date":"2025-08-19T06:11:33","date_gmt":"2025-08-19T06:11:33","guid":{"rendered":"https:\/\/herdemlaw.com\/explore\/\/"},"modified":"2025-08-19T06:41:58","modified_gmt":"2025-08-19T06:41:58","slug":"digital-infrastructure-fintech-projects-in-turkiye-legal-design-for-bankability","status":"publish","type":"post","link":"https:\/\/herdemlaw.com\/tr-tr\/kesfetmek\/digital-infrastructure-fintech-projects-in-turkiye-legal-design-for-bankability\/","title":{"rendered":"Digital Infrastructure & Fintech Projects in T\u00fcrkiye: Legal Design for Bankability"},"content":{"rendered":"

I. Introduction<\/strong><\/h2>\n\n\n\n

As of August 2025, T\u00fcrkiye 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 \u201cbankable infrastructure\u201d has evolved to include digital payment ecosystems, fintech platforms, cross-border data systems, and even crypto asset infrastructure\u2014all requiring long-term capital and legal durability.<\/p>\n\n\n\n

The landmark MoU signed on 16 July 2025 between Trendyol, Baykar CEO Haluk Bayraktar, Abu Dhabi\u2019s 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\u2014it is an example of fintech-as-infrastructure, requiring structured financing and robust regulatory design.<\/p>\n\n\n\n

At the same time, institutional momentum is catching up. The Capital Markets Board (SPK) issued its Crypto Asset Service Provider regulations (Communiqu\u00e9s 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\u2014paving 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.<\/p>\n\n\n\n

This regulatory expansion, combined with multilateral lending interest in digital transformation (e.g., AIIB and IsDB in T\u00fcrkiye\u2019s 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.<\/p>\n\n\n\n

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?<\/p>\n\n\n\n

This article examines these challenges through a legal lens, outlining how project finance principles\u2014covenant packages, security structures, direct agreements\u2014must evolve to meet the realities of digital infrastructure. It highlights key regulatory shifts in T\u00fcrkiye 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.<\/p>\n\n\n\n

In T\u00fcrkiye\u2019s 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.<\/p>\n\n\n\n

II. Fintech as Infrastructure: The New Investment Case<\/strong><\/h2>\n\n\n\n

Traditionally, project finance has focused on physical infrastructure\u2014assets 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.<\/p>\n\n\n\n

This trend is not theoretical. The Trendyol\u2013Baykar\u2013ADQ\u2013Ant 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\u2014building a platform offering lending, deposit-taking, insurance, and investment services\u2014mirrors 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\u2014all conditions that invite project finance structuring.<\/p>\n\n\n\n

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)\u2014both active in T\u00fcrkiye\u2014have 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.<\/p>\n\n\n\n

This evolution presents a compelling investment thesis\u2014but also reveals structural legal gaps:<\/p>\n\n\n\n

    \n
  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\u2014requiring more agile financial covenants and broader definitions of material adverse change.<\/li>\n\n\n\n
  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\u2014each of which has unique enforceability challenges under Turkish law.<\/li>\n\n\n\n
  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\u2014particularly around vetoes, step-in provisions, and change of control\u2014is essential for legal bankability.<\/li>\n\n\n\n
  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\u2014exposing lenders to regulatory breach risk beyond their control.<\/li>\n<\/ol>\n\n\n\n

    In T\u00fcrkiye\u2019s 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.<\/p>\n\n\n\n

    The investment case is strong. The challenge is making it legally bankable.<\/p>\n\n\n\n

    III. Regulatory Anchors for Digital Bankability<\/strong><\/h2>\n\n\n\n

    As of August 2025, T\u00fcrkiye\u2019s digital infrastructure and fintech sectors operate under an increasingly defined\u2014but still evolving\u2014regulatory 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.<\/p>\n\n\n\n

    1. Capital Markets Board (SPK) \u2013 Crypto Asset Service Providers<\/strong><\/p>\n\n\n\n

    In March 2025, T\u00fcrkiye enacted a long-awaited legal framework for crypto asset platforms through Communiqu\u00e9s III-35\/B.1 and III-35\/B.2, published by the SPK. These introduce:<\/p>\n\n\n\n

      \n
    • Licensing requirements for crypto exchanges and custodians<\/li>\n\n\n\n
    • Minimum capital thresholds and corporate governance rules<\/li>\n\n\n\n
    • Client asset segregation and security controls<\/li>\n\n\n\n
    • Disclosure and audit obligations<\/li>\n<\/ul>\n\n\n\n

      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.<\/p>\n\n\n\n

      In the context of project finance, these platforms must demonstrate that their regulated activities are portable and not person-dependent\u2014i.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.<\/p>\n\n\n\n

      2. Banking Regulation and Supervision Agency (BDDK)<\/strong><\/p>\n\n\n\n

      The BDDK\u2019s supervisory role has expanded over the past year, now covering:<\/p>\n\n\n\n

        \n
      • Embedded finance structures (credit extension within platforms)<\/li>\n\n\n\n
      • Non-bank payment institutions<\/li>\n\n\n\n
      • Digital-only microcredit and BNPL services<\/li>\n<\/ul>\n\n\n\n

        Fintech operators that touch on deposit-taking, lending, or intermediary roles now face capital adequacy, internal control, and conduct supervision requirements\u2014similar to those applied to conventional banks. These developments have direct implications for lenders and sponsors:<\/p>\n\n\n\n

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

          3. Central Bank of T\u00fcrkiye (CBRT) \u2013 Cross-Border Payment Infrastructure<\/strong><\/p>\n\n\n\n

          The CBRT\u2019s role continues to expand through its:<\/p>\n\n\n\n

            \n
          • Supervision of cross-border payment systems and e-money issuers<\/li>\n\n\n\n
          • Restrictions on foreign-based payment processing<\/li>\n\n\n\n
          • Authorization of domestic e-wallet operators<\/li>\n<\/ul>\n\n\n\n

            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\u2014unless such structures are explicitly permitted under CBRT guidance.<\/p>\n\n\n\n

            From a project finance perspective, this translates to host-country alignment risks\u2014the potential for a lender\u2019s 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.<\/p>\n\n\n\n

            IV. Financing Structures for Digital Projects<\/strong><\/h2>\n\n\n\n

            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 T\u00fcrkiye, structuring viable financing for these types of ventures requires rethinking how value is captured, secured, and enforced under the law.<\/p>\n\n\n\n

            1. Revenue-Backed Platform Structures<\/strong><\/p>\n\n\n\n

            Digital projects\u2014especially fintech ecosystems offering payments, credit, and investment services\u2014generate 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.<\/p>\n\n\n\n

            To secure these cash flows:<\/p>\n\n\n\n

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

              In T\u00fcrkiye, such models are enforceable only if supported by:<\/p>\n\n\n\n

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

                2. Treatment of Intangible Assets<\/strong><\/p>\n\n\n\n

                Unlike power plants or ports, fintech ventures often rely on intangible value\u2014proprietary software, source code, user data, and digital licenses. For lenders, these assets must be capable of being monetized or controlled in distress scenarios.<\/p>\n\n\n\n

                Challenges include:<\/p>\n\n\n\n

                  \n
                • 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.<\/li>\n\n\n\n
                • User data: Personal data is protected under the Law on the Protection of Personal Data (KVKK). Pledging or transferring such data\u2014even indirectly\u2014requires strict compliance with KVKK provisions and Data Protection Authority (KVKK Kurulu) approval, particularly for cross-border flows.<\/li>\n\n\n\n
                • 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\u2014since the latter cannot be pledged.<\/li>\n<\/ul>\n\n\n\n

                  Workarounds often involve:<\/p>\n\n\n\n

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

                    3. Equity Backing and Sponsor Guarantees<\/strong><\/p>\n\n\n\n

                    Because of the asset-light nature of fintech ventures, lenders often demand:<\/p>\n\n\n\n

                      \n
                    • Higher equity ratios (30\u201340%), pre-funded into blocked accounts;<\/li>\n\n\n\n
                    • Personal or corporate guarantees from technology sponsors or founding shareholders;<\/li>\n\n\n\n
                    • Irrevocable standby letters of credit (SBLCs) to backstop early-stage operational risk.<\/li>\n<\/ul>\n\n\n\n

                      Legal counsel must ensure:<\/p>\n\n\n\n

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

                        4. Local and International Law Considerations<\/strong><\/p>\n\n\n\n

                        Given that many fintech structures involve cross-border software, investors, and service providers, financing documents must reconcile:<\/p>\n\n\n\n

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

                          Hybrid structures\u2014where key contracts are governed by foreign law, but enforcement takes place in T\u00fcrkiye\u2014require local law legal opinions<\/strong>, careful use of intercreditor arrangements, and sometimes dual-language documentation to ensure admissibility in Turkish courts.<\/p>\n\n\n\n

                          V. Risks & Mitigations in Digital Project Finance<\/strong><\/h2>\n\n\n\n

                          Digital infrastructure projects in T\u00fcrkiye 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.<\/p>\n\n\n\n

                          1. Cybersecurity & Data Governance Risks<\/strong><\/p>\n\n\n\n

                          Fintech platforms are inherently exposed to cybersecurity breaches, data loss, and service disruptions\u2014each of which could trigger regulatory penalties or breach-of-contract scenarios. T\u00fcrkiye\u2019s Personal Data Protection Law (Law No. 6698) imposes strict liability on data controllers, meaning sponsors and financiers must consider:<\/p>\n\n\n\n

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

                            Legal mitigation involves ensuring all platform participants\u2014especially third-party developers, cloud providers, and data processors\u2014are bound by clearly enforceable SLAs, with step-in or substitution rights in case of performance failure.<\/p>\n\n\n\n

                            2. Regulatory Breach as a Financing Event of Default<\/strong><\/p>\n\n\n\n

                            The licensing frameworks issued by SPK, BDDK, and CBRT are not one-time permissions\u2014they 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.<\/p>\n\n\n\n

                            To mitigate this:<\/p>\n\n\n\n

                              \n
                            • Facility agreements now include \u201cregulatory compliance\u201d as a core representation and warranty, tied to covenant testing mechanisms<\/li>\n\n\n\n
                            • Sponsors are required to furnish quarterly regulatory compliance certificates and notify any administrative sanctions or investigations<\/li>\n\n\n\n
                            • Some DFIs require event-linked liquidity reserves, released only upon confirmation of continued license validity<\/li>\n<\/ul>\n\n\n\n

                              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.<\/p>\n\n\n\n

                              3. Insolvency and Platform Control Risk<\/strong><\/p>\n\n\n\n

                              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.<\/p>\n\n\n\n

                              Mitigation techniques include:<\/p>\n\n\n\n

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

                                Moreover, Turkish lenders are increasingly demanding direct agreements not only with users or offtakers\u2014but also with technology vendors, ensuring the platform\u2019s backend remains operational during sponsor distress.<\/p>\n\n\n\n

                                4. Misalignment Between Legal and Technological Layers<\/strong><\/p>\n\n\n\n

                                A fintech project\u2019s legal success hinges on its ability to align governance, technology, and compliance. For example:<\/p>\n\n\n\n

                                  \n
                                • A \u201csmart contract\u201d automating loan disbursement may not be recognized under Turkish law unless backed by enforceable documents<\/li>\n\n\n\n
                                • A platform\u2019s use of AI in credit scoring may breach anti-discrimination laws or financial consumer protection rules if unchecked<\/li>\n<\/ul>\n\n\n\n

                                  Counsel must work closely with technical teams to:<\/p>\n\n\n\n