Increase in the Minimum Capital Amounts for Joint Stock and Limited Liability Companies - Deadline Extended to 31 December 2027

With the Presidential Decree No. 7887, published in the Official Gazette dated 25 November 2023 and numbered 32380, the minimum capital amounts prescribed for joint stock and limited liability companies were increased, and this regulation entered into force on 1 January 2024. Accordingly, the minimum capital amount for limited liability companies was increased from TRY 10,000 to TRY 50,000, for joint stock companies from TRY 50,000 to TRY 250,000, and for non-public joint stock companies that have adopted the registered capital system from TRY 100,000 to TRY 500,000.

While the new minimum capital amounts have been applicable to companies newly incorporated as of 1 January 2024, a transitional period was initially granted until 31 December 2026 for companies incorporated prior to 1 January 2024 to comply with the new minimum capital requirements. However, pursuant to the Communiqué on the Extension of the Period for Joint Stock and Limited Liability Companies to Increase Their Capital to the New Minimum Amounts, published in the Official Gazette dated 17 October 2026 and numbered 33403, the deadline for compliance with the new minimum capital requirements has been extended by one year, until 31 December 2027.

In this context, companies whose capital remains below the newly prescribed minimum amounts must complete the necessary capital increase procedures, including amendments to their articles of association, by 31 December 2027. Joint stock and limited liability companies that fail to increase their capital to the relevant minimum amounts by this deadline shall be deemed to have been dissolved. Similarly, non-public joint stock companies that have adopted the registered capital system and fail to increase both their initial capital and issued capital to at least TRY 500,000 by the same deadline shall be deemed to have exited the registered capital system. Therefore, it is essential that the relevant companies complete the necessary procedures within the prescribed period.

Furthermore, pursuant to Provisional Article 15 of the Turkish Commercial Code, no meeting quorum is required for general assembly meetings held to increase the capital to the new statutory minimum amounts. Resolutions are adopted by a majority of the votes present at the meeting, and no privileges shall be exercised against such resolutions.

On the other hand, companies whose establishment and operations are subject to special legislation other than the Turkish Commercial Code (such as those operating in the banking, insurance, telecommunications, financial services, or energy sectors) are also advised to review the capital requirements applicable to them under the relevant legislation.

For companies with shareholders and/or members of management bodies residing abroad, the capital increase process may require additional time due to document preparation, signature formalities, and notarization and apostille requirements. Therefore, despite the extension of the deadline, companies are advised to initiate the necessary procedures well in advance of 31 December 2027. In addition, towards the end of the extended compliance period, a significant increase in applications and workload at the trade registry directorates may occur due to this compliance requirement. This may lead to delays in appointment scheduling and registration processes; therefore, it is of great importance that companies do not leave the necessary procedures until the extended deadline and instead plan the process well in advance.