One-Year Extension for Compliance with Minimum Capital Requirement!
M. Özkan Özdoğan
Partner
Ebru Uzan
Trainee
In our recent client alert titled “Countdown on Compliance with Minimum Capital Requirement: Deadline is December 31, 2026!”, we noted that joint stock and limited liability companies whose capital remains below the statutory minimum amounts are required, under Provisional Article 15 of the Turkish Commercial Code No. 6102 (the “TCC”), to increase their capital by December 31, 2026. The Communiqué on the Extension of the Deadline for Joint Stock and Limited Liability Companies to Increase Their Capital to the New Minimum Amounts (the “Communiqué”), issued by the Ministry of Trade and published in the Official Gazette dated October 17, 2026 and numbered 33403, has extended this deadline to December 31, 2027.
Scope
The Communiqué applies to joint stock and limited liability companies whose capital remains below the minimum amounts set under Articles 332 and 580 of the TCC, as well as to non-public joint stock companies that have adopted the registered capital system and whose initial and issued capital falls below the prescribed amount.
Accordingly, joint stock companies operating under the fixed capital system with capital below TRY 250,000 and limited liability companies with capital below TRY 50,000 may increase their capital to these amounts until December 31, 2027. The deadline for non-public joint stock companies that have adopted the registered capital system to increase their initial and issued capital to TRY 500,000 has likewise been extended to the same date.
The Communiqué does not change the minimum capital amounts, the applicable sanctions or the procedural relief for compliance-related general assembly meetings; it merely extends the compliance period by one year. As explained in our previous alert, joint stock companies operating under the fixed capital system and limited liability companies that fail to increase their capital within the extended period will be deemed dissolved, and non-public joint stock companies under the registered capital system will be deemed to have exited such system.
Conclusion
Under Provisional Article 15 of the TCC, the Ministry of Trade may extend the compliance period in one-year increments, no more than twice. The Communiqué is the first exercise of this power. While a further extension therefore remains possible, the Ministry is under no obligation to grant one, and we advise against relying on it.
As highlighted in our previous alert, adopting a general assembly resolution is not sufficient on its own; the capital increase must also be registered with the relevant trade registry before the deadline. Although the extension gives companies additional time to arrange financing and coordinate among shareholders, we recommend that the process not be left to the final months.
