Joint stock companies with capital below TRY 250,000 and limited companies with capital below TRY 50,000 need to raise their capital to these amounts by 31 December 2026. The Ministry of Trade has the power to extend this period, but no extension decision has been published yet.
In this article we explain which companies are affected, what happens if the deadline is missed, and whether the capital can be increased from internal resources without contributing cash.
Which Companies Are Affected?
Presidential Decision No. 7887 increased the minimum capital amounts with effect from 1 January 2024:
| Company type | Previous minimum | New minimum |
|---|---|---|
| Joint stock company (share capital) | TRY 50,000 | TRY 250,000 |
| Limited company (share capital) | TRY 10,000 | TRY 50,000 |
| Non-public joint stock company in the registered capital system (initial capital) | TRY 100,000 | TRY 500,000 |
New companies are incorporated with these amounts. Companies incorporated before 2024 whose capital is below these amounts must raise their capital by 31 December 2026 under provisional article 15 of the Turkish Commercial Code.
What Happens if the Deadline Is Missed?
Under provisional article 15, joint stock and limited companies that do not raise their capital to the minimum amount in time are deemed dissolved.
The consequence is different for non-public joint stock companies in the registered capital system: a company whose issued capital is at least TRY 250,000 but which does not raise its initial and issued capital to TRY 500,000 is deemed to have left the registered capital system.
The Ministry of Trade may extend the 31 December 2026 deadline by one year at a time, at most twice. As of October 2026, no extension decision has been published yet. Although an extension is possible, basing plans solely on the expectation of one may be risky.
Note: If a capital increase is not registered within three months of the general assembly resolution, the resolution becomes invalid (art. 456 of the Commercial Code). The date of the general assembly should therefore be set so that registration can be completed within this period.
Increasing Capital Without Cash: Internal Resources
Under art. 462 of the Commercial Code, reserves not allocated to a specific purpose, the freely usable part of statutory reserves and funds that the legislation allows to be added to capital can be converted into capital. For companies whose balance sheet shows funds that can be added to capital following inflation adjustment, this may be a way to reach the minimum amount without asking shareholders for new cash.
Two points require attention:
- Documentation: The existence of the internal resources is confirmed by an approved annual balance sheet and a written statement of the board of directors. If more than six months have passed since the balance sheet date, a new balance sheet must be prepared. Companies planning to use their 2025 balance sheet will have exceeded this period and should prepare an interim balance sheet.
- Priority of funds: While the balance sheet contains funds that may be added to capital, the capital cannot be increased solely through cash subscriptions without first converting those funds. The conversion of funds and a cash subscription can be combined in the same increase.
Since the tax consequences of an increase from internal resources may vary depending on the type of fund, they should be assessed with the company's financial advisor before deciding.
Frequently Asked Questions
What is the minimum capital for joint stock and limited companies in Türkiye?
Since 1 January 2024, the minimum share capital is TRY 250,000 for joint stock companies and TRY 50,000 for limited companies. For non-public joint stock companies that have adopted the registered capital system, the minimum initial capital is TRY 500,000.
What is the deadline to comply with the minimum capital amounts?
For companies whose capital is below these amounts, the deadline is 31 December 2026. The Ministry of Trade may extend this period by one year at a time, at most twice; however, as no extension decision has been published as of October 2026, relying solely on the expectation of an extension may be risky.
What happens if the capital is not increased in time?
Under provisional article 15 of the Turkish Commercial Code, joint stock and limited companies that do not raise their capital to the minimum amount in time are deemed dissolved.
Do all shareholders have to approve the capital increase?
No. At general assembly meetings held to raise the capital to the minimum amount, no meeting quorum is required; decisions are taken by a majority of the votes present, and privileged shares cannot be used against these decisions.
Can the capital be increased without contributing cash?
Yes. If the company has reserves not allocated to a specific purpose or funds that the legislation allows to be added to capital, the capital can be increased from internal resources. Their existence is confirmed by an approved balance sheet and a written statement of the board of directors.
Must the full amount of the increase be paid immediately?
In joint stock companies, at least twenty-five per cent of the nominal value of shares subscribed in cash is paid before registration and the rest within 24 months after registration. In limited companies, the requirement to pay twenty-five per cent before registration does not apply.
Conclusion
For joint stock companies with capital below TRY 250,000 and limited companies with capital below TRY 50,000, the compliance period currently ends on 31 December 2026. The Ministry of Trade may extend it; however, since no extension decision has been made yet, relying solely on that expectation may be risky. The law has made the process easier by removing the meeting quorum for the increase resolution. The option of an increase from internal resources instead of cash should also be considered in light of the company's balance sheet.
Questions About Capital Increases
Bilkay Legal provides advisory services in corporate and commercial law. For questions on capital increases, general assemblies and amendments to the articles of association, you can contact us.
Related practice area: Corporate & Commercial Law
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