| TAX CIRCULAR: 2026-114 | DATE: 13.10.2026 |
MINIMUM CAPITAL COMPLIANCE PROCESS FOR JOINT STOCK AND LIMITED COMPANIES
In accordance with Articles 332 and 580 of the Turkish Commercial Code No. 6102, the minimum capital amounts to be applied for joint-stock and limited liability companies were redetermined, effective from 01.01.2024, by Presidential Decree No. 7887 published in the Official Gazette dated 24.11.2023 and numbered 32380.
With this regulation;
- The minimum capital amount in joint-stock companies was increased from 50,000 TL to 250,000 TL,
- In limited liability companies, it was increased from 10,000 TL to 50,000 TL.
- In addition, the initial capital of non-public joint-stock companies that have adopted the registered capital system was mandated to be at least 500,000 TL.
December 31, 2026, is the Deadline
In order to ensure compliance with the regulation in question, in accordance with the provision in Provisional Article 15 added to the Turkish Commercial Code No. 6102 by Law No. 7511 published in the Official Gazette dated 29.05.2024, existing companies have been granted until 31.12.2026 to increase their capital to the new amounts.
Risk of Dissolution
Joint stock and limited liability companies that do not fulfill their capital increase obligation within the specified period will be deemed dissolved without the need for any other action, in accordance with Provisional Article 15 of the Turkish Commercial Code No. 6102.
Similarly, non-public joint-stock companies that have accepted the registered capital system will be deemed to have exited this system if they do not increase their initial and issued capital to 500,000 TL by the said date.
Convenience in Decision Making
No meeting quorum will be sought in the general assembly meetings to be held to increase the capital to the prescribed amounts, decisions will be taken by the majority of the votes present at the meeting, and no privileges can be used against these decisions.
Therefore, in order for the companies in the stated situation not to suffer loss of rights and to continue their commercial activities uninterruptedly, it is of great importance that the general assembly, registration, and announcement procedures regarding the capital increase be completed within the period and not left to the last date.
