NEW MINIMUM SHARE CAPITAL OF JOINT STOCK COMPANIES AND LIMITED LIABILITY COMPANIES
As you may remember from our Newsletter dated 27 November 2023, the legislation regarding the new minimum share capital amounts for Joint Stock Companies and Limited Liability Companies has come into effect as of 1st January 2024 and this amendment did not affect the existing Joint Stock Companies and Limited Liability Companies which were incorporated before the said date.
However, the Law Amending the Turkish Commercial Code and Other Laws numbered 7511 (in Turkish, “7511 sayılı Türk Ticaret Kanunu ile Bazı Kanunlarda Değişiklik Yapılmasına Dair Kanun”) (the “Amending Law”), published in the Official Gazette numbered 32560 and dated 29 May 2024, has introduced the Provisional Article 15 to the Turkish Commercial Code numbered 6102 and dated 13 January 2011 (in Turkish, “6102 sayılı Türk Ticaret Kanunu”) (“TCC”) and the new minimum share capital requirements shall now apply to all Joint Stock Companies and Limited Liability Companies, regardless of their incorporation date.
In accordance with the first paragraph of the Provisional Article 15;
- Joint Stock Companies whose capital is below TRY 250,000 and Limited Liability Companies whose capital is below TRY 50,000 shall increase their capital to comply with the said amounts, until 31 December 2026; otherwise, they shall be deemed to have dissolved.
- Non-public Joint Stock Companies that have adopted the registered capital system (in Turkish, “Kayıtlı sermaye sistemini kabul etmiş bulunan halka açık olmayan A.Ş.’ler”) and have issued a share capital of at least TRY 250,000 shall increase their initial capital and issued capital to TRY 500,000 until 31 December 2026; otherwise, they shall be deemed to have exited this system.
Kindly note that, in the general assembly meetings to be held for the increase of share capital to the above-mentioned amounts, the meeting quorum shall not be sought, decisions shall be taken by the majority of the votes present at the meeting, and no privileges shall be exercised against these decisions, as per the second paragraph of the Provisional Article 15.
Lastly, as per the last paragraph of the Provisional Article 15, the Ministry of Trade has the authority to extend the period up to two times, each for one year.
Our Law Firm remains at your disposal for any further clarifications you may need.
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