Regarding the Minimum Capital Increase

In the letter dated 14.08.2026 and numbered 11694 received from the Union of Chambers and Commodity Exchanges of Türkiye (TOBB);
   It is stated that, pursuant to Articles 332 and 580 of the Turkish Commercial Code No. 6102, the minimum capital amounts applicable to joint-stock companies and limited liability companies were redetermined—effective from 01.01.2024—by Presidential Decision No. 7887 published in the Official Gazette dated 24.11.2023 and numbered 32380;
   That under this regulation, the minimum capital amount was raised from 50,000 TL to 250,000 TL for joint-stock companies and from 10,000 TL to 50,000 TL for limited liability companies; furthermore, it was made mandatory for non-public joint-stock companies that have adopted the registered capital system to have an initial capital of at least 500,000 TL; and that, in Provisional Article 15 added to the Turkish Commercial Code No. 6102 to ensure compliance with the regulation in question:
  “(1) Joint-stock companies and limited liability companies whose capital is below the minimum capital amount shall increase their capital to the amounts stipulated in Articles 332 and 580 by December 31, 2026; otherwise, they shall be deemed dissolved. Furthermore, non-public joint-stock companies that have adopted the registered capital system—and whose issued capital is at least two hundred and fifty thousand Turkish Liras—shall be deemed to have exited this system if they do not increase both their initial capital and issued capital to five hundred thousand Turkish Liras by the aforementioned date.
(2) No meeting quorum shall be required for general assembly meetings held to increase capital to the amounts stipulated in Articles 332 and 580; resolutions shall be adopted by a majority of the votes present at the meeting, and no special privileges shall be exercised against such resolutions.
  (3) The Ministry of Trade may extend the period specified in the first paragraph by one year at a time, for a maximum of two extensions.”
    It is noted that, pursuant to the aforementioned provision, existing companies have been granted a grace period until December 31, 2026, and are required to complete the necessary capital increase procedures within this timeframe; that joint-stock companies and limited liability companies failing to fulfill this capital increase obligation within the specified period will be deemed dissolved without the need for further action, in accordance with Provisional Article 15 of the Turkish Commercial Code No. 6102; and that, likewise, non-public joint-stock companies that have adopted the registered capital system will be deemed to have exited said system if they fail to raise their initial capital and issued capital to the statutory amounts;
    Accordingly, in order to prevent companies in the aforementioned situation from suffering a loss of rights, and to enable them to preserve their legal status and continue their commercial activities without interruption, a request has been made to inform our members regarding the necessity of completing their capital increase procedures within the prescribed period.