Companies whose registered capital is below TRY 50,000 for a limited liability company, or below TRY 250,000 for a joint stock company, must raise it to those amounts by 31 December 2026. A company that does not is deemed dissolved under provisional article 15 of the Turkish Commercial Code. This page sets out who is in scope, where the capital can come from, the general meeting and registration steps, the documents required and the costs involved.
Who is in scope
The minimum capital amounts were raised by a Presidential Decision in 2023, and companies formed from 1 January 2024 are incorporated with the new figures. Provisional article 15 targets companies formed before that date whose capital has remained at the old amounts.
| Company type | Old amount | New amount | If not met |
|---|---|---|---|
| Limited liability company | TRY 10,000 | TRY 50,000 | Deemed dissolved |
| Joint stock company | TRY 50,000 | TRY 250,000 | Deemed dissolved |
| Registered capital system | TRY 100,000 | TRY 500,000 | Deemed out of the system |
For non-public joint stock companies that have adopted the registered capital system, the measure is the initial capital and the issued capital. Those companies are not dissolved if they fail to increase; they are deemed to have left the registered capital system.
Companies whose capital already equals or exceeds the new amounts need do nothing. The figure to check is the registered capital stated in the articles of association and entered in the trade registry, not the total equity and not the paid-in portion.
What happens if the deadline passes
The law says the company “is deemed dissolved”. Dissolution means the company comes to an end of its own accord and enters liquidation. The consequence follows from the expiry of the period, without a court decision or a separate administrative act.
An amendment to the articles of association takes effect on registration. Holding the general meeting before 31 December is not sufficient on its own; the increase must have been entered in the trade registry by that same date.
A capital increase resolution also lapses if it is not registered within three months of the date it was taken. Companies that hold the meeting very early and leave registration until the autumn may have to convene the general meeting again.
The law gives the Ministry of Trade power to extend the period by one year at a time, twice at most. Whether that power will be used is not known; the timetable should be built on the date in force rather than on an expected extension.
Quorum and privileges at the general meeting
Provisional article 15 relaxes the general meeting rules for increases made solely to reach the minimum amount:
- No attendance quorum is required
- The resolution is passed by a majority of the votes present
- Veto and similar rights granted to holders of privileged shares cannot be used against these resolutions
This relief covers the part of the increase that brings capital up to the minimum. If the company also increases capital beyond the minimum at the same meeting, the ordinary quorum and privilege rules apply to the excess. Setting the two out as separate agenda items avoids a later dispute.
Where the capital comes from
There are three routes, and two of them require no cash to leave the company.
| Route | Source | Extra document | Payment |
|---|---|---|---|
| Internal resources | Reserves and funds | Accountant’s report | No cash outflow |
| Shareholder receivable | Company’s debt to the shareholder | Accountant’s report | No cash outflow |
| Cash subscription | New money from shareholders | Bank confirmation | Subscription and payment |
Increase from internal resources
Reserves set aside under the articles or by a general meeting resolution and not earmarked for a particular purpose, free reserves, the freely usable part of the legal reserves, and funds that the legislation allows to be added to capital can all be converted into capital. Positive differences arising from inflation adjustment may also be added to capital, and doing so is not treated as a profit distribution; which accounts qualify is determined one by one on the balance sheet.
The amount to be added must be confirmed as genuinely present within the company by approved annual accounts and an accountant’s report. Companies subject to statutory audit need an auditor’s report. Where more than six months have passed since the balance sheet date, interim accounts are prepared.
Where the balance sheet holds funds that the legislation allows to be added to capital, capital cannot be increased by cash subscription until those funds have been converted. A company with free reserves that goes straight to its shareholders for money will have its file returned at the registration stage.
In an increase from internal resources, bonus shares are distributed to the existing shareholders in proportion to their holdings; that right cannot be removed or restricted.
Converting a shareholder receivable
Converting the company’s debt to a shareholder into capital is a common solution, and it produces a result without any cash leaving companies that carry a credit balance on the shareholder current account. This is not an increase from internal resources: the source is not the company’s own equity but its debt to the shareholder.
The existence and the amount of the receivable are established by a report from a certified public accountant or a sworn-in certified public accountant. Practice varies between trade registry directorates, so confirming the requirement with the relevant directorate before the file is prepared saves time.
Cash increase
In a joint stock company at least one quarter of the nominal value of the shares subscribed in cash is paid before registration, and the balance within twenty-four months of registration. In a limited liability company no payment is required before registration; the amount subscribed is paid within twenty-four months of registration.
A blocking or deposit letter is obtained from the bank for the amount paid. The payment must be made into the company’s own account and the transfer advice must state that it relates to a capital increase.
The process step by step
- Establishing the current positionThe registered capital in the articles, the paid-in portion, the reserves and funds on the balance sheet and the shareholder current account are reviewed together. Which route to use follows from that review.
- Drafting the amendment to the articlesThe old and new wording of the capital clause are set out side by side. The share count and nominal value are updated in a joint stock company, and each shareholder’s number and value of shares in a limited liability company.
- Checking whether ministerial consent is requiredHolding companies, banks, insurance, factoring, leasing and asset management companies, free zone founders and operators, general warehousing companies and certain others need consent from the Ministry of Trade for an amendment to the articles. Consent is obtained before the general meeting.
- Preparing the accountant’s reportA report is prepared for an increase from internal resources or from a shareholder receivable; it is not needed for a cash increase.
- Convening the general meetingThe notice rules are followed, or a meeting without notice is held where all shareholders are present. No attendance quorum is required and the resolution passes on a majority of the votes present. For joint stock companies, check whether a ministry representative must attend.
- Payment and the competition authority levyIn a cash increase the amount due is paid into the bank. The competition authority levy is paid on the amount of the increase; registration does not take place until it has been.
- Registration and announcementThe file is lodged with the trade registry directorate, and the increase is registered and announced in the Trade Registry Gazette. This step must be complete before 31 December 2026.
- After registrationThe share ledger and shareholder list are updated, new share certificates or interim certificates are issued in a joint stock company, the accounting entry is made, and the capital figure is updated in any investment incentive certificate, bank facility and tender file.
Documents required
The file lodged with the trade registry directorate varies with the company type and the route chosen.
| Document | Joint stock | Limited | Note |
|---|---|---|---|
| Application letter | Yes | Yes | Signed by the authorised officers |
| General meeting minutes | Yes | Yes | Notarised |
| Amendment text | Yes | Yes | Old and new wording |
| List of attendees | Yes | No | Joint stock companies |
| Board resolution | Yes | No | For notice and registration |
| Ministry representative appointment | If required | No | For companies in scope |
| Accountant’s report | If required | If required | Internal resources or receivable |
| Bank letter | If required | If required | For a cash increase |
| Competition levy receipt | Yes | Yes | Before registration |
| Ministerial consent | If required | If required | For companies subject to consent |
The contents of the file differ slightly between directorates. Obtaining the current list from the relevant directorate before the general meeting date prevents the file being returned.
Costs
| Item | Amount or rate | Note |
|---|---|---|
| Competition authority levy | 0.04 per cent of the increase | Paid before registration |
| Stamp duty | Exempt | Capital increase documents |
| Registration and announcement | Fixed tariff | Registry and gazette |
| Notary | Per page | Minutes and amendment text |
| Accountant’s report | By engagement | Not needed for a cash increase |
Documents drawn up in connection with a capital increase are exempt from stamp duty, so no stamp duty arises on the amount of the increase. The competition authority levy is calculated only on the amount of the increase, not on the total capital.
What else to settle at the same time
A capital increase is not an isolated transaction. Other questions come up in the same file.
- Where the company has lost capital or is insolvent on a balance sheet basis, reaching the minimum does not by itself cure that position; remedial measures are needed as well
- Where unpaid capital remains, the increase leaves two separate amounts to track
- An increase from internal resources preserves the shareholding ratios through bonus shares; in a cash increase the ratios change if a shareholder does not participate
- Investment incentive certificates, bank facility limits and the capital figure declared in public tenders are updated after registration
- In companies with foreign shareholders the capital movement must be reflected in the foreign direct investment filings
- The resolution must be registered within three months of the general meeting date
Common mistakes
- Holding the general meeting and postponing registration. The effect arises on registration, and the resolution lapses if it is not registered within three months. Directorates work under pressure as files pile up in December.
- Going for a cash increase while free reserves exist. Capital cannot be increased by cash subscription while funds that may be added to capital are on the balance sheet; the file is returned at the registration stage.
- Deciding on the basis of the paid-in capital. The measure is the registered capital in the articles, not the paid-in portion.
- Skipping ministerial consent. For holding companies and others subject to consent, it is obtained before the general meeting and cannot be obtained afterwards.
- Forgetting the competition authority levy. Registration does not proceed until it has been paid and the file waits.
- Assuming the Ministry will extend the period. The power to extend exists, but there is no assurance it will be used.
- Skipping the updates after registration. If the share ledger, share certificates, incentive certificate and bank records are not updated, inconsistencies surface in later transactions.
Frequently asked questions
Does a limited liability company with exactly TRY 50,000 of capital have to increase it?
Is the measure the registered capital or the paid-in capital?
Is holding the general meeting before 31 December enough?
Can the increase be made without putting money into the company?
Must the whole amount be paid at once in a cash increase?
What if the quorum cannot be met at the general meeting?
Will the deadline be extended?
Does the company close immediately if no increase is made?
Ozbek CPA runs the minimum capital compliance process end to end: reviewing the current capital and balance sheet to determine which route to use, preparing the accountant’s report for internal resources or a shareholder receivable, drafting the amendment to the articles, assembling the general meeting and registration file, calculating the competition authority levy and the fees, and updating the records after registration. For companies subject to ministerial consent, the consent process and the legal drafting for the general meeting are handled together with legal counsel. See also our pages on the joint stock company and the limited liability company.
