Deadline for Compliance with Minimum Capital Requirements in Joint Stock and Limited Liability Companies: 31 December 2026

Introduction

The minimum capital requirements applicable to joint stock companies and limited liability companies under the Turkish Commercial Code No. 6102 (the “TCC”) have been increased, and a transitional period has been introduced to allow existing companies to comply with the newly determined minimum capital thresholds.

Within this framework, joint stock companies and limited liability companies whose capital amounts remain below the applicable statutory minimum capital requirements are required to increase their capital to the relevant minimum amounts by 31 December 2026.

Failure to fulfil this obligation within the prescribed period may result in direct legal consequences for the companies concerned. Therefore, companies whose capital amounts are below the statutory thresholds should review their existing capital structures and complete the necessary procedures within the required timeframe.

Minimum Capital Amounts and Compliance Obligation

Pursuant to the TCC, the minimum share capital amount for joint stock companies has been determined as TRY 250,000. For non-public joint stock companies that have adopted the registered capital system, the minimum initial capital amount has been determined as TRY 500,000. The minimum share capital requirement for limited liability companies is TRY 50,000.

Companies whose capital amounts are below these thresholds are required to increase their capital to the minimum amounts stipulated under the applicable legislation.

Pursuant to Temporary Article 15 of the TCC, joint stock companies and limited liability companies whose capital amounts fall below the aforementioned minimum thresholds must complete the necessary capital increase transactions by 31 December 2026 in order to comply with the statutory requirements.

Legal Consequences of Failure to Comply

One of the most significant aspects of the regulation is the legal consequence arising from failure to fulfil the compliance obligation within the prescribed period.

Pursuant to Temporary Article 15 of the TCC, joint stock companies and limited liability companies that fail to increase their capital to the required minimum capital amount within the prescribed period shall be deemed dissolved.

Accordingly, failure to complete the required capital increase by 31 December 2026 may have significant consequences for the continuation of the company’s legal existence.

Therefore, companies subject to this obligation are advised to initiate and plan their capital increase procedures without waiting until the final deadline. This process includes obtaining the necessary resolutions of the relevant corporate bodies, preparing amendments to the articles of association, and completing the required trade registry procedures within the applicable timeframe.

Facilitation Regarding Decision Quorum Requirements for Capital Increases

In order to facilitate the compliance process during the transition period, a special decision quorum has been introduced for capital increases carried out for the purpose of meeting the statutory minimum capital requirements.

Within the scope of capital increases to be performed pursuant to Temporary Article 15 of the TCC, no meeting quorum shall be required for the general assembly, and resolutions may be adopted by the majority of votes present at the meeting.

Furthermore, in relation to such resolutions, shareholders shall not be entitled to exercise any privileges that would prevent the adoption of the relevant resolutions through negative votes of shareholders representing a certain percentage of the capital.

This regulation aims to enable companies to complete the compliance process with the statutory minimum capital requirements more rapidly and effectively.

Conclusion and Recommended Actions

As the deadline of 31 December 2026 approaches, it is important for joint stock companies with capital amounts below TRY 250,000 and limited liability companies with capital amounts below TRY 50,000 to review their current status without delay.

Within this scope, companies should take the following actions:

• reviewing their existing capital amounts to determine compliance with the statutory minimum capital requirements;
• determining the required capital increase amount;
• planning the general assembly and articles of association amendment processes;
• preparing the necessary documentation; and
• completing the required trade registry applications and registration procedures before 31 December 2026.

Failure to fulfil the capital increase obligation within the prescribed period may result in the company being deemed dissolved, which constitutes a significant legal consequence. Accordingly, companies subject to this obligation are strongly advised to commence their compliance procedures in advance and complete the required transactions without postponing them until the final deadline.