Introduction
This Information Note (the “Note”) aims to assess the obligations of companies whose capital falls below the statutory minimum under the Communiqué on the Extension of the Period for Joint Stock and Limited Liability Companies to Increase Their Capital to the New Minimum Amounts (the “Communiqué”), published in the Official Gazette dated 17 October 2026 and numbered 33403, and provisional Article 15 of the Turkish Commercial Code No. 6102 (the “TCC”).
With the Communiqué, the compliance period for joint stock and limited liability companies whose capital falls below the statutory minimum has been extended from 31 December 2026 to 31 December 2027. The minimum capital amounts remain unchanged.
A. Companies in Scope
Companies whose capital falls below the following amounts are obliged to increase their capital to these amounts within the period set by the Communiqué:
- Joint stock companies: share capital of TRY 250,000
- Limited liability companies: share capital of TRY 50,000
- Non-public joint stock companies that have adopted the registered capital system: initial capital and issued capital of TRY 500,000
Companies incorporated with the former minimum amounts are directly within scope. These amounts were TRY 50,000 for joint stock companies and TRY 10,000 for limited liability companies.
B. Consequences of Failing to Increase the Capital Within the Period
a. Dissolution
Joint stock and limited liability companies that fail to increase their capital to the minimum amount within the period are deemed dissolved pursuant to provisional Article 15/1 of the TCC. Dissolution in this sense means that the company terminates by operation of law, without any further resolution or action. The company enters into liquidation and its activities are limited to the purpose of liquidation.
b. Deemed exit from the registered capital system
For non-public joint stock companies that have adopted the registered capital system, the consequence depends on the amount of the issued capital. A company with issued capital of TRY 250,000 or more that fails to increase its initial capital and issued capital to TRY 500,000 within the period is deemed to have exited the registered capital system; the company continues to exist. A company with issued capital below TRY 250,000, on the other hand, is deemed dissolved.[1]
In a company deemed to have exited the registered capital system, the board of directors’ authority to increase the capital within the registered capital ceiling ends. Every subsequent capital increase is made by a general assembly resolution in accordance with the provisions on the fixed capital system. Re-entry into the system requires an amendment to the articles of association and the permission of the Ministry.
C. Facilitated Quorum at the General Assembly
At general assembly meetings held to increase the capital to the minimum amount, no meeting quorum is required. Resolutions are adopted by the majority of the votes present at the meeting, and privileges cannot be exercised against these resolutions (provisional Article 15/2 of the TCC).
This facilitation applies only to resolutions on increasing the capital to the minimum amount. Increases exceeding the minimum amount and other amendments to the articles of association are subject to the statutory quorums.
D. Conclusion
Provisional Article 15/3 of the TCC authorises the Ministry of Trade to extend the period by one year at a time, at most twice. The Communiqué is the first use of this authority.
Companies should not wait solely in reliance on the remaining possibility of a further extension. Congestion may occur at trade registry directorates towards the end of the period. Since the capital increase must also be registered with the trade registry before the period expires, it would be beneficial to place the capital increase on the agenda of the 2027 ordinary general assembly meeting at the latest.
The content of this article does not constitute a legal opinion. Demircioğlu Koçak Bayraktar Attorney Partnership shall under no circumstance be held responsible for the content hereof. It is recommended for the readers to contact our team for detailed information and professional support regarding the content of this article.
[1] The justification for Article 16 of the Law Proposal on Amendments to the Turkish Commercial Code and Certain Laws (2/2138), submitted by Kırşehir Deputy Necmettin Erkan, Denizli Deputy Şahin Tin and 93 Deputies, states that a company under the registered capital system with initial capital of TRY 300,000 and issued capital of TRY 1,000,000 will not face dissolution and will be deemed to have exited the registered capital system, whereas such companies will also be deemed dissolved if their issued capital is below TRY 250,000.