Minimum Share Capital Compliance Deadline: December 31, 2026

Pursuant to Provisional Article 15 of the Turkish Commercial Code (Law No. 6102), Joint Stock Companies (Anonim Şirket – A.Ş.) and Limited Liability Companies (Limited Şirket – Ltd. Şti.) whose share capital is below the newly prescribed minimum statutory thresholds are required to increase their share capital to the applicable minimum amounts by December 31, 2026.

Accordingly:

• The minimum share capital for Joint Stock Companies has been increased from TRY 50,000 to TRY 250,000.
• The minimum share capital for Limited Liability Companies has been increased from TRY 10,000 to TRY 50,000.

In addition, the minimum initial and issued share capital for non-public Joint Stock Companies that have adopted the Registered Capital System has been set at TRY 500,000.

To facilitate compliance by companies incorporated before these amendments entered into force, Law No. 7511 introduced Provisional Article 15 to the Turkish Commercial Code, granting such companies a transition period to meet the new minimum share capital requirements.

Pursuant to Provisional Article 15, share capital increases carried out solely for the purpose of complying with the new minimum share capital requirements are subject to the following facilitative provisions:

• No meeting quorum will be required for the general assembly.
• Resolutions may be adopted by a simple majority of the votes represented at the meeting.
• Any veto rights or similar privileges granted to holders of privileged shares shall not apply to such resolutions.

If the required share capital increase is not completed within the prescribed period:

• Joint Stock Companies and Limited Liability Companies whose share capital remains below the statutory minimum shall be deemed dissolved pursuant to Provisional Article 15 of the Turkish Commercial Code.
• Non-public Joint Stock Companies that have adopted the Registered Capital System shall be deemed to have exited the Registered Capital System.

Accordingly, companies are strongly advised not to postpone the general assembly resolutions, trade registry registration, and publication procedures relating to the required share capital increase until the final deadline, in order to ensure timely compliance with the statutory requirements.

You may access the relevant announcement here. (In Turkish)