MANDATORY CAPITAL INCREASE FOR COMPANIES COMPLIANCE DEADLINE: 31 DECEMBER 2026
Pursuant to the Presidential Decree No. 7887, published in the Official Gazette dated 25 November 2023 and numbered 32380, the statutory minimum capital thresholds set forth under the Turkish Commercial Code No. 6102 (“TCC”) were increased for both joint stock companies and limited liability companies.
Subsequently, further legislative clarification was introduced through the Law on Amendments to the Turkish Commercial Code and Certain Other Laws, published in the Official Gazette dated 29 May 2024 and numbered 32560, which introduced Transitional Article 15 to the TCC, clarifying the compliance obligations of existing companies. Pursuant to Presidential Decree No. 7887:
Joint Stock Companies
- The minimum share capital requirement for joint stock companies operating under the basic capital system (in Turkish, “esas sermaye sistemi”) has been increased from TRY 50,000 to TRY 250,000.
- For non-public joint stock companies that have adopted the registered capital system (in Turkish, “kayıtlı sermaye sistemi”), the minimum initial capital requirement has been increased from TRY 100,000 to TRY 500,000.
Limited Liability Companies
- The minimum capital requirement for limited liability companies has been increased from TRY 10,000 to TRY 50,000.
The amendments apply not only to newly incorporated companies but also to companies incorporated prior to 25 November 2023 whose share capital remains below the revised statutory thresholds.
Accordingly, such companies are required to:
- Increase their share capital to meet the new statutory minimum; and
- Amend their articles of association accordingly.
The compliance process must be completed no later than 31 December 2026.
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