Overview
Presidential Decree No. 7887 (the “Decree”), published in the Official Gazette dated 25 November 2023 and numbered 32380, increased the minimum capital amounts for joint stock companies and limited liability companies in Turkiye with effect from 1 January 2024. Law No. 7511, published in the Official Gazette dated 29 May 2024 and numbered 32560, subsequently added Provisional Article 15 to the Turkish Commercial Code No. 6102 (the “TCC”), setting a clear compliance timeline for existing companies. Companies whose capital remains below the new minimum amounts must increase their capital to those amounts by 31 December 2026.
With approximately four and a half months remaining until the deadline, the matter has become pressing for companies that have not yet completed the process.
New Minimum Capital Amounts
The minimum capital amounts introduced by the Decree, which have already applied to newly incorporated companies since 1 January 2024, are set out below:
| Company Type | Previous Amount | New Amount |
|---|---|---|
| Joint stock company (share capital) | TRY 50,000 | TRY 250,000 |
| Non-public joint stock company under the registered capital system (initial capital) | TRY 100,000 | TRY 500,000 |
| Limited liability company (share capital) | TRY 10,000 | TRY 50,000 |
Publicly traded companies are subject to a separate regime under Turkish capital markets legislation and fall outside the scope of this alert.
Who Must Act by 31 December 2026?
Under Provisional Article 15 of the TCC, joint stock companies and limited liability companies whose capital is below the amounts set out above must increase their capital to the thresholds prescribed in Articles 332 and 580 of the TCC by 31 December 2026. Companies that fail to do so will be deemed automatically dissolved (infisah) and become subject to liquidation under Turkish law.
In addition, non-public joint stock companies that have adopted the registered capital system and whose issued capital is at least TRY 250,000 will be deemed to have exited that system unless they increase both their initial capital and their issued capital to TRY 500,000 by the same date.
The capital increase may be effected in cash or, within the framework of Article 462 of the TCC, from internal resources eligible for conversion into capital. Adopting the general assembly resolution alone is not sufficient; the increase should also be registered with the trade registry before the deadline.
Simplified General Assembly Procedure
The second paragraph of Provisional Article 15 introduces a significant procedural relaxation specific to these capital increases. General assembly meetings convened to raise the capital to the prescribed amounts are not subject to any meeting quorum, resolutions are adopted by a majority of the votes present at the meeting, and no privileged votes may be exercised against such resolutions. This is intended to enable compliance even in companies with low shareholder participation.
Possibility of an Extension
Under the third paragraph of Provisional Article 15, the Ministry of Trade may extend the deadline twice, by one year each time. As of the date of this alert, no extension has been announced. A prudent approach is to plan for compliance on the basis of the current statutory deadline of 31 December 2026.
Conclusion
Joint stock companies with share capital below TRY 250,000 and limited liability companies with share capital below TRY 50,000 should plan their general assembly processes and trade registry filings so as to be completed before 31 December 2026. Considering the year-end congestion before notaries and trade registries, companies are well advised not to leave the process to the final months. Given the severe consequences of being deemed dissolved, companies whose capital is close to the thresholds should review their current structure without delay.
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