Published: May 2026 | Reading time: 9 min | Author: TheStreetFinance Advisory Team
In 2025, only 18 companies completed their listing on Borsa İstanbul — the lowest number in five years. Yet the SPK’s application backlog tells a different story: more than 125 companies are currently in queue for approval. The gap between aspiration and execution has never been wider.
The reason is almost never the business itself.
Companies that fail to list — or list poorly — are almost always underprepared on four dimensions: financial reporting quality, governance structure, legal documentation, and investor story. These are not market conditions. They are internal factors entirely within management’s control.
This guide gives you the 12-step roadmap that turns a capable private company into a listable one.
Step 1: Commit to the Timeline (18–36 Months Out)
The single most common mistake we see is starting too late.
A credible BIST listing requires a minimum of 18 months of preparation if your financial reporting, governance, and legal house is already partially in order. For most mid-sized Turkish companies, 24–36 months is more realistic.
The first decision is a genuine commitment — from the board, from the founding family, and from senior management — that the company is pursuing a listing and that all major decisions for the next two to three years will be made with that goal in mind.
Without this commitment, IPO preparation becomes a parallel project that competes with operations and inevitably loses.
Action: Convene a board meeting. Pass a resolution. Assign an internal IPO project lead. Open a dedicated project file.
Step 2: Conduct an IPO Readiness Assessment
Before you engage advisors, auditors, or investment banks, understand where you actually stand.
An IPO readiness assessment reviews your company across six dimensions: financial reporting quality, corporate governance, legal and regulatory compliance, IT systems and data integrity, human capital and management depth, and commercial story (market position, growth trajectory, competitive moat).
The output is a gap analysis: what needs to be fixed, in what order, and by when.
Action: Commission a readiness assessment from an independent advisory firm. This is typically a 4–6 week engagement and is the most efficient investment you will make in the IPO process.
Step 3: Meet the 2026 SPK Listing Thresholds
SPK tightened its listing requirements for 2026, raising the minimum revenue and balance sheet size thresholds by 50% versus the prior year. Before proceeding, confirm that your company meets the current thresholds for your target market segment (BIST Stars, BIST Main, or BIST Emerging Companies Market).
Key quantitative criteria include minimum net revenues, minimum shareholders’ equity, minimum free float requirements (typically 25% for the main market), and a minimum operating history (generally three fiscal years).
Non-quantitative criteria include corporate governance compliance, absence of significant ongoing litigation, and board composition requirements.
Action: Review current SPK communiqués (Tebliğler) applicable to your target segment. Confirm threshold compliance before investing further in the process.
Step 4: Appoint Your Advisory Team
A BIST listing requires a coordinated team of external advisors working in parallel. The core team typically includes:
- Lead investment bank / intermediary institution (Aracı Kurum): Manages the offering, conducts bookbuilding, and acts as lead underwriter
- Independent auditor (Bağımsız Denetçi): Must be SPK-licensed; responsible for audit opinions on three years of financial statements
- Legal counsel: Both Turkish corporate law and, for international tranches, English law expertise
- Financial advisor / CFO advisor: Supports TFRS conversion, valuation modelling, and financial due diligence preparation
- Investor relations consultant: Develops the equity story and investor communication strategy
Action: Issue RFPs to at least two candidates per role. Prioritise firms with recent BIST transaction experience over general brand recognition.
Step 5: Convert to TFRS and Audit Three Years of Financials
This is typically the longest and most demanding step for growing companies.
SPK requires audited TFRS-compliant financial statements for the three fiscal years immediately preceding the listing. If your company has been preparing financial statements under the simplified Turkish BOBI FRS standard, or under local tax-basis accounting, a full conversion to TFRS is required.
TFRS conversion is not a restatement exercise. It requires reclassification of assets and liabilities, fair value adjustments, deferred tax calculations, and in many cases the recognition of items (lease obligations under TFRS 16, financial instruments under TFRS 9) that were previously off-balance-sheet.
Action: Begin TFRS conversion no later than 24 months before your target listing date. Engage your SPK-licensed auditor from day one of this process, not after.
Step 6: Establish a Clean Corporate Governance Structure
SPK’s Corporate Governance Principles (Kurumsal Yönetim İlkeleri) set out minimum requirements for board composition, audit committees, related-party transaction policies, and internal control systems.
For family businesses — which represent the majority of BIST candidates — this step often requires the most organisational change. Formalising decision-making, separating ownership from management, introducing independent board members, and documenting related-party transactions that were previously handled informally are all prerequisites.
A company that reaches SPK review with governance deficiencies will not receive approval. Fix this early.
Action: Conduct a governance gap analysis against SPK’s Corporate Governance Communiqué (II-17.1). Appoint at least one independent board member with public company experience. Establish an Audit Committee.
Step 7: Clean Up Your Legal Structure
Before filing with SPK, your legal house must be fully in order. This includes:
- Resolving any ownership ambiguities (undocumented share transfers, informal shareholder agreements, dormant entities in the group structure)
- Documenting all intellectual property ownership within the legal entity being listed
- Reviewing and formalising all related-party contracts (leases, service agreements, intercompany loans) at arm’s length terms
- Confirming there are no material undisclosed litigation risks
- Converting any informal financing arrangements (family loans, undocumented credit lines) to formal documented instruments
Action: Commission a legal due diligence review from your legal counsel at least 18 months before filing. Give yourself time to fix what is found.
Step 8: Build a Credible Equity Story
Your equity story is the narrative that explains to investors why your company is worth owning — and why now.
A strong equity story answers five questions: What market are you in, and why is it attractive? What is your competitive advantage, and is it durable? What is your growth trajectory for the next three to five years? How will the IPO proceeds be deployed to accelerate that growth? And why is this management team capable of delivering?
The equity story is not a marketing document. It is a factual, evidence-based narrative that must survive scrutiny from institutional investors, research analysts, and SPK reviewers. Overstatement is not only ineffective — it creates legal liability.
Action: Draft your equity story 12 months before the target listing. Test it with one or two sophisticated investors outside your network. Revise based on the hardest questions you receive.
Step 9: Prepare the Prospectus (İzahname)
The prospectus is the central legal and disclosure document for any BIST listing. It is prepared jointly by the company, its legal counsel, and the lead underwriter, and it must be approved by SPK before any public offering can proceed.
The prospectus includes audited financial statements, risk factors, use of proceeds, management discussion and analysis, corporate governance disclosures, and shareholder information. It is a comprehensive document — typically 200–400 pages — and preparation takes three to six months even in a well-prepared company.
SPK’s review process typically takes 60–90 days, with the possibility of multiple rounds of comments and revisions.
Action: Begin prospectus preparation no later than 9 months before your target listing date. Build in time for at least two SPK comment rounds.
Step 10: Complete the Valuation Process
Your company needs a defensible, market-supported valuation before approaching investors. The valuation methodology for BIST listings typically combines discounted cash flow analysis, comparable company analysis (using listed Turkish and international peers), and precedent transaction analysis.
The valuation is not a number you choose. It is a range that must be supported by the underlying financial model and market evidence, and it will be stress-tested by the underwriter’s research team, by institutional investors during bookbuilding, and implicitly by SPK reviewers who assess whether the offering price is supported by the disclosed financials.
Action: Commission an independent valuation from a firm that is not also your auditor. Model three scenarios: base, upside, and downside. The base case must be credible without the upside scenario.
Step 11: Execute the Investor Relations Programme Pre-Listing
Institutional investors make allocation decisions based on months of relationship building — not a one-week roadshow. The most successful BIST listings in recent years involved 6–12 months of pre-IPO investor education: sector briefings, management meetings with key institutional investors, and regular updates on company performance.
This pre-listing IR programme serves two purposes. It builds the institutional demand necessary for a successful bookbuilding. And it surfaces the toughest investor questions before they appear in a live roadshow where the wrong answer is visible to everyone in the room.
Action: Appoint an investor relations consultant 12 months before listing. Begin a structured programme of institutional investor meetings 6 months before the filing date.
Step 12: Plan the Post-Listing Organisation
Many companies focus entirely on getting listed — and underinvest in planning what comes next.
Life as a public company is operationally and culturally different from life as a private one. Quarterly earnings disclosure obligations, continuous public disclosure requirements (KAP notifications), analyst relations, shareholder communication, and the scrutiny that comes with being listed all require dedicated resources and different management habits.
Companies that do not plan for this transition typically experience a difficult first year — characterised by missed disclosure deadlines, management distraction, and investor disappointment — that damages both credibility and share price.
Action: Designate a Head of Investor Relations before listing. Establish internal processes for quarterly financial close, KAP notifications, and management earnings commentary. Brief your entire leadership team on public company obligations.
Key Takeaways
- Start earlier than you think necessary — 24–36 months is the realistic preparation window for most Turkish mid-market companies
- TFRS conversion is the single longest-lead-time item: begin this first, not last
- SPK raised listing thresholds by 50% in 2026 — confirm you meet current criteria before investing in the process
- Governance cleanup — especially for family businesses — is often the most organisationally demanding element
- The equity story must survive institutional investor scrutiny before it reaches SPK review
- Post-listing planning is not optional: the transition to public company life requires dedicated preparation
Take the Next Step
Is your company considering a BIST listing in the next two to four years?
TheStreetFinance provides end-to-end IPO readiness advisory for Turkish mid-market companies: from initial readiness assessment through TFRS conversion, valuation, prospectus support, and post-listing financial reporting.
We have supported listings across BIST Stars and BIST Main. We understand both the financial and the organisational dimensions of the journey.
Not ready for a full engagement? Download our IPO Readiness Checklist — the same 48-point diagnostic we use in our initial client assessments.
[DOWNLOAD THE IPO READINESS CHECKLIST →] IPO Readiness Checklist
[DOWNLOAD THE IPO READINESS CHECKLIST →] 12 Steps to a Successful Listing
This content is provided for informational purposes only and does not constitute legal, tax, or financial advice. Readers are encouraged to seek independent professional advice specific to their circumstances before making any business, tax, or investment decision. Regulatory thresholds and requirements referenced in this article are subject to change; always consult current SPK communiqués and applicable legislation.
