Conditional Capital Increase for Start-ups and the Era of "Digital Companies"
- 2 days ago
- 2 min read
Berk Cin
Partner
Ezgi Saba Varol
Associate
Nazlı Ceyda Cem
Intern
The Law on Amendments to Certain Laws No. 7582 (the “Law”), entered into force upon its publication on June 4, 2026. The Law paves the way for the implementation of significant amendments in conditional capital increases for companies holding a techno-entrepreneurship badge (teknogirişim rozeti) that receive investment through convertible debts. Furthermore, it introduces the definition of a “Digital Company”, granting exemptions for start-ups falling under this definition.
Financing Facility for Companies Holding a Techno-Entrepreneurship Badge
Pursuant to the Law, the provisions of the Turkish Commercial Code regarding conditional capital increases shall not apply to conditional capital increases to be those conducted by companies holding a techno-entrepreneurship badge based on convertible debts; and the relevant procedures and principles shall be determined by the Ministry of Industry and Technology (“Ministry”). However, the Ministry has not published any regulation on the matter yet.
According to the Law’s preamble, this amendment is designed to ease the financial burdens on tech and innovation-focused start-ups while streamlining their access to venture capital. Therefore, the new procedures and principles for capital increases to be issued by the Ministry are anticipated to offer significant operational relief for companies holding a techno-entrepreneurship badge.
You can find our alert on the techno-entrepreneurship badge via this link.
Exemption from Registration Fees and Annual Dues for “Digital Companies”
Companies established and operated in accordance with the definition of “Digital Company” to be determined by the Ministry, by entrepreneurs who have qualified as incubator entrepreneurs under the Technology Development Zones Law No. 4691, will be exempted from the registration fees and annual dues regulated in the Law on the Union of Chambers and Commodity Exchanges of Türkiye and Chambers and Commodity Exchanges No. 5174, for up to 3 (three) years from their incorporation. Additionally, The Ministry is expected to publish the regulation containing the definition and scope of a “Digital Company”.
Conclusion
We believe that these steps taken to support the start-up ecosystem in Türkiye and bring it up to global standards are positive developments, particularly in terms of facilitating access to finance for early-stage start-ups and reducing their operational costs. We will be closely tracking both the new procedures for capital increases and the detailed guidelines on the “Digital Company” framework and continue to keep you informed on any further developments.
