The Communiqué on the Extension of the Deadline for Joint Stock and Limited Liability Companies to Increase Their Capital to the New Minimum Amounts (“Communiqué”), published in the Official Gazette dated 17.10.2026 and numbered 33403, extends the deadline for companies to increase their capital to the new minimum amounts under Provisional Article 15 of the Turkish Commercial Code No. 6102 (“TCC”) from 31.12.2026 to 31.12.2027.
Minimum Capital Requirements and Scope of the Regulation
The minimum capital requirements applicable to joint stock and limited liability companies under the TCC were increased with effect from 01.01.2024.
Accordingly, the applicable minimum capital requirements are as follows:
- TRY 250,000 for joint stock companies.
- TRY 50,000 for limited liability companies.
- TRY 500,000 as initial capital for non-public joint stock companies that have adopted the registered capital system.
Under Provisional Article 15 of the TCC, companies whose capital falls below the amounts specified above are required to increase their capital to meet the new minimum capital requirements.
The Communiqué extends the deadline for fulfilling this obligation until 31.12.2027. The extension applies to the relevant capital increase obligations of joint stock and limited liability companies whose capital falls below the new minimum amounts, as well as non-public joint stock companies that have adopted the registered capital system.
The Communiqué does not amend the minimum capital requirements themselves; it solely extends the deadline for compliance with the existing requirements.
Quorum Requirements for General Assembly Resolutions on Capital Increases
Pursuant to the second paragraph of Provisional Article 15 of the TCC, no meeting quorum is required for general assembly meetings held to increase companies' capital to the minimum amounts specified above. Resolutions concerning such capital increases are adopted by a majority of the votes present at the meeting, and privileged rights may not be exercised against these resolutions.
This provision facilitates the decision-making process for capital increases undertaken by companies to comply with the new minimum capital requirements.
Consequences of Failure to Comply with the Capital Increase Obligations
Under Provisional Article 15 of the TCC, joint stock and limited liability companies that fail to increase their capital to the required minimum amounts within the prescribed period will be deemed dissolved by operation of law.
Non-public joint stock companies that have adopted the registered capital system will be deemed to have exited that system if they fail to increase their initial capital to TRY 500,000. Where the issued capital of such companies remains below TRY 250,000, their obligation to comply with the minimum capital requirement applicable to joint stock companies will continue separately.
Accordingly, the extension does not eliminate companies' capital increase obligations but provides additional time to complete the necessary procedures.
Entry into Force
The Communiqué entered into force on 17.10.2026.
Assessment and Conclusion
The Communiqué grants joint stock and limited liability companies whose capital falls below the new minimum requirements an additional 1 year to fulfil their capital increase obligations.
Accordingly, companies should review their existing capital structures and complete the compliance process by 31.12.2027, including adopting the necessary general assembly resolutions concerning capital increases and completing the relevant trade registry procedures. The legal consequences of failing to implement the required capital increases within the prescribed period remain applicable.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
