Countdown on Compliance with Minimum Capital Requirement: Deadline is December 31, 2026!
Berk Cin
Partner
Ebru Uzan
Trainee
Under Provisional Article 15 of the Turkish Commercial Code No. 6102 (the “TCC”), the compliance period granted to joint stock and limited liability companies whose capital remains below the statutory minimum amounts will expire on 31 December 2026. Companies that fail to increase their capital by this date are expected to be deemed dissolved, without the need for a separate court or general assembly resolution. As of today, less than three months remain until the deadline to complete the capital increase.
What are the new minimum capital amounts?
Pursuant to Presidential Decree No. 7887, published in the Official Gazette dated 25 November 2023 and numbered 32380, effective as of 1 January 2024, the minimum share capital for joint stock companies was increased from TRY 50,000 to TRY 250,000, while the minimum capital for limited liability companies was increased from TRY 10,000 to TRY 50,000. For non-public joint stock companies that have adopted the registered capital system, the minimum initial capital was set at TRY 500,000
What happens if the deadline is missed?.
If the required capital increase is not completed by 31 December 2026, non-public joint stock companies that have adopted the registered capital system will be deemed to have exited such system, whereas joint stock companies operating under the fixed capital system and limited liability companies will be deemed dissolved.
Dissolution refers to the automatic termination of the company and its entry into liquidation upon the occurrence of the relevant statutory ground, without the need for a separate court decision or shareholders’ resolution. In addition, it may be considered that directors of joint stock companies and managers of limited liability companies could face liability risks if the process is not carried out in a timely manner, in light of their applicable duties of care and management obligations.
Procedural relief for compliance-related general assembly meetings:
Provisional Article 15 provides certain facilitations for capital increases carried out solely to comply with the new minimum capital requirements. For general assembly meetings convened for this purpose, no meeting quorum is required, resolutions are adopted by the majority of votes present at the meeting, and privileged rights may not be exercised against such resolutions.
Accordingly, such capital increases cannot be blocked by minority shareholders or holders of privileged shares. We would like to remind that these facilitations apply only to capital increases made for the purpose of increasing the capital to the applicable statutory minimum amount.
Conclusion
Joint stock companies and limited liability companies whose capital remains below the statutory minimum amount should review their current capital structures and ensure that the required capital increase is registered with the relevant trade registry by 31 December 2026, in order to avoid dissolution.
It should be noted that merely adopting the capital increase resolution at the general assembly will not be sufficient; the registration process must also be completed by 31 December 2026. As trade registry applications may take time due to document review, completion of deficiencies and possible year-end workload, we recommend that companies avoid leaving the process until the final days before the deadline.
