Capital Increase in Turkey and the 31 December 2026 Minimum Capital Deadline

Turkish companies whose capital is below the current statutory minimum have until 31 December 2026 to raise it. Since 1 January 2024 the minimum capital has been 250,000 Turkish lira for a joint stock company (A.Ş.), 500,000 lira for an unlisted joint stock company using the registered capital system, and 50,000 lira for a limited company (Ltd. Şti.). Provisional Article 15 of the Turkish Commercial Code No. 6102, added in 2024, provides that joint stock and limited companies whose capital is below the minimum "raise their capital to the amounts provided in Articles 332 and 580 by 31 December 2026; otherwise they are deemed to have been dissolved". For general assembly meetings held for this purpose no meeting quorum is required, resolutions are taken by a majority of the votes present, and privileges cannot be used against them.

Many foreign-owned companies in Turkey (Türkiye) were set up years ago with the old minimums of 50,000 lira for a joint stock company and 10,000 lira for a limited company, and have never revisited their capital. This guide explains the deadline and what happens if it is missed, how a capital increase is carried out in each company type, the sources that can be used, shareholders' pre-emptive rights, the related rules on loss of capital under Article 376, and capital reduction.

• Minimum capital: A.Ş. 250,000 TL; unlisted A.Ş. with registered capital system 500,000 TL initial capital; Ltd. Şti. 50,000 TL.
• Deadline for existing companies: 31 December 2026; failure means the company is deemed dissolved, and a registered-capital company below 500,000 TL is deemed to have left that system.
• Eased procedure: no meeting quorum, simple majority of votes present, no use of privileges, for resolutions raising capital to the minimum.
• Extension: the Ministry of Trade may extend the period, as the provisional article allows; check for any extension before relying on one.
• Ordinary increases: resolution of the general assembly, or of the board in the registered capital system; registration within three months or the resolution lapses (Art. 456).
• Payment: in an A.Ş., at least 25% of cash subscriptions before registration and the rest within 24 months.
• Pre-emptive right: every shareholder may subscribe in proportion to their holding; at least fifteen days to exercise; restricted only for just cause with 60% of capital (Art. 461).
• Loss of capital: half lost, call the assembly; two thirds lost, restore capital or continue with one third, or the company ends (Art. 376).

Legal status of this guide. It reflects the Turkish Commercial Code No. 6102 (Articles 332, 344–345, 376–377, 456–475, 580, 585, 590–592 and Provisional Article 15), Presidential Decision No. 7887 of 24 November 2023 on minimum capital amounts, and the Ministry of Trade's communiqués on the implementation of Article 376 and on raising capital to the new minimums. Trade registry practice on documents varies slightly between registries. Tax consequences of capital transactions are mentioned only in outline. Last updated: October 2026.

In this guide

• The 2026 deadline
• Is your company affected?
• How a capital increase works
• Steps in a joint stock company
• Steps in a limited company
• Sources: cash, kind, reserves, shareholder loans
• Pre-emptive rights
• Points for foreign shareholders
• If the deadline is missed
• Frequently asked questions

The 2026 deadline

Article 332 of the Commercial Code sets the minimum capital of a joint stock company and allows the President to increase it; Article 580 does the same for limited companies. By a decision published in November 2023, the amounts were raised with effect from 1 January 2024: from 50,000 to 250,000 lira for joint stock companies, from 100,000 to 500,000 lira for the initial capital of unlisted joint stock companies in the registered capital system, and from 10,000 to 50,000 lira for limited companies.

The new amounts applied at once to companies formed from 2024. For existing companies, Law No. 7511 of May 2024 added Provisional Article 15:

• joint stock and limited companies whose capital is below the minimum must raise it to the amounts in Articles 332 and 580 by 31 December 2026, "otherwise they are deemed to have been dissolved";
• unlisted joint stock companies in the registered capital system whose issued capital is at least 250,000 lira must raise both initial and issued capital to 500,000 lira by that date, failing which "they are deemed to have left this system";
• "in general assembly meetings to be held for raising capital to the amounts provided in Articles 332 and 580, no meeting quorum is sought, resolutions are taken by a majority of the votes present at the meeting, and privileges cannot be used against these resolutions";
• the Ministry of Trade is given authority in relation to the period.

The same mechanism was used when the Code entered into force in 2012. Its purpose is to remove dormant, under-capitalised companies from the register and to make the rest carry a capital with some real meaning after years of inflation.

Is your company affected?

Company	Capital now	Action by 31 December 2026
A.Ş., basic capital system	Below 250,000 TL	Increase to at least 250,000 TL
A.Ş., registered capital system, unlisted	Issued capital at least 250,000 TL but below 500,000 TL	Increase initial and issued capital to 500,000 TL, or accept leaving the system
A.Ş., registered capital system, unlisted	Issued capital below 250,000 TL	Increase to at least 250,000 TL to avoid dissolution, and to 500,000 TL to stay in the system
Ltd. Şti.	Below 50,000 TL	Increase to at least 50,000 TL
Any company at or above the minimum	—	None under this provision
Companies subject to higher sector minimums	—	Those rules apply separately: banks, insurers, payment institutions, certain licensed activities

The relevant figure is the capital registered at the trade registry and stated in the articles, not equity in the balance sheet. A company with large retained earnings but a registered capital of 10,000 lira is affected, and can usually solve the problem by converting reserves into capital without new money.

Check the current registered capital on the trade registry gazette or the central registration system extract. Liaison offices have no capital and are unaffected; a branch of a foreign company has no capital of its own under these articles.

How a capital increase works

A capital increase is an amendment of the articles of association. Its elements are the same in every case:

1. A resolution by the competent body to amend the capital clause.
2. Subscription of all the new shares, in the amended articles or in written subscription undertakings.
3. Payment or contribution: cash paid into a blocked bank account, assets contributed in kind with a court-appointed expert's valuation, or internal resources evidenced by a report.
4. A board or managers' declaration on the increase, its sources and compliance with the law.
5. Registration at the trade registry and announcement in the gazette. The increase takes effect on registration.

"Except for increases made from internal resources, capital cannot be increased unless the cash price of the shares has been fully paid. That amounts which are not significant in proportion to the capital have not been paid does not prevent the capital increase" (Art. 456). A company whose shareholders still owe part of the original capital must collect it before a cash increase.

"If the increase cannot be registered within three months from the date of the general assembly or board resolution, the resolution, and the permission if obtained, become invalid." The three months are strict: a resolution taken in early October that is not registered by early January is void, which in late 2026 means missing the deadline.

Steps in a joint stock company

Basic capital system. The general assembly decides (Art. 459).

1. Board resolution to call the assembly and to propose the amended capital article; where the company's establishment or amendments are subject to Ministry permission, that permission is obtained first.
2. Accountant's report confirming that existing capital is paid up, or that unpaid amounts are insignificant, and, for an increase from internal resources or shareholder receivables, confirming that they exist. For cash increases this is prepared by a sworn-in certified public accountant or certified public accountant, or by the auditor where the company is audited.
3. General assembly. Normally half of the capital must be represented, or one third at a second meeting, with a majority of votes present (Art. 421). For increases made only to reach the statutory minimum under Provisional Article 15, no quorum is required and privileges do not apply. A meeting without notice is possible if all shareholders attend. A Ministry representative must be present for capital amendments.
4. Special meeting of privileged shareholders, if the increase affects their rights (Art. 454), except within the eased procedure.
5. Subscription. Shareholders exercise their pre-emptive rights and subscribe unconditionally and in writing.
6. Payment. "At least twenty-five per cent of the nominal value of shares subscribed in cash is paid before registration, and the rest within twenty-four months following registration"; any share premium is paid in full before registration (Art. 344). The bank issues a letter confirming the blocked deposit.
7. Board declaration under Article 457.
8. Registration within three months of the resolution.

Registered capital system. Where the articles authorise the board to increase capital up to a ceiling, the board decides within that authority, which can be given for at most five years (Art. 460). The board announces the increase, the pre-emption terms and any premium, and registers the new issued capital. No assembly meeting is needed until the ceiling or the authority's term is reached.

Conditional capital increase allows capital to grow as holders of convertible bonds or employees exercise conversion or option rights, within limits set in the articles (Arts. 463–472).

Steps in a limited company

"The capital may be increased provided that the provisions on the formation of the company, and in particular the rules on contributing capital in kind and taking over a business and assets in kind, are complied with" (Art. 590).

1. General assembly of partners resolves to amend the articles. Unless the articles provide a heavier majority, amendments require the votes of partners representing two thirds of the capital. For increases to the statutory minimum, the eased rule of Provisional Article 15 applies.
2. Accountant's report on payment of the existing capital and on the source of the increase.
3. Subscription by the partners in the amended articles, signed by the managers.
4. Payment. Since 2018, the rule that a quarter of cash capital be paid before registration does not apply to limited companies: cash contributions may be paid within twenty-four months of registration, unless the articles or the resolution require earlier payment. Contributions in kind follow the same valuation rules as in joint stock companies.
5. Registration within three months of the resolution.

"Unless otherwise provided in the articles or in the resolution to increase, every partner has the right to participate in the capital increase in proportion to their capital share. The partners' pre-emptive right to take the new shares may be restricted or removed by the assembly's resolution on the increase only for just cause and with the affirmative votes of partners representing at least sixty per cent of the capital. At least fifteen days are given for the exercise of the pre-emptive right" (Art. 591).

New partners admitted through the increase are registered with their shares. Transfer formalities for existing shares are separate.

Sources: cash, kind, reserves, shareholder loans

Source	Requirements	Notes
Cash	Subscription; payment into a blocked account in the proportions the Code requires; bank letter	For foreign shareholders, funds transferred from abroad with the bank's foreign-currency purchase record
Contribution in kind	Assets that can be valued in money and transferred, free of encumbrances: real estate, machinery, intellectual property, shares; valuation by experts appointed by the commercial court; annotation in the relevant registry	Services, personal effort, commercial reputation and undue receivables cannot be contributed (Art. 342)
Internal resources	Reserves set aside by the articles or the assembly and not allocated to a purpose, the freely usable part of legal reserves, and funds that legislation allows to be added to capital, such as revaluation funds (Art. 462); confirmed by the approved annual balance sheet and a written board statement; if more than six months have passed since the balance sheet date, a new balance sheet approved by the auditor	New shares are issued to shareholders free, in proportion to their holdings; the right to bonus shares cannot be removed or waived. Until these resources are converted, capital cannot be increased by new subscription, though both may be done together
Shareholder receivables	A shareholder's loan to the company, where it arose from a cash transfer, is set off against the subscription debt; the accountant's report must confirm the receivable and its cash origin	Treated as a cash contribution in registry practice. Receivables not arising from cash need valuation as contributions in kind
Retained profit	Capitalised as an internal resource	The addition of profit to capital is not treated as a dividend distribution for withholding purposes under the tax rules; confirm with the company's tax adviser

For most small foreign-owned companies the quickest route to the new minimum is conversion of retained earnings or of the shareholder's current account into capital, which needs no fresh funds.

Cash added to capital may also qualify for the notional interest deduction on cash capital increases under the Corporate Tax Law, within its conditions and limits, which is a reason to prefer cash where a larger increase is planned.

Pre-emptive rights

"Every shareholder has the right to take newly issued shares in proportion to the ratio of their existing shares to the capital" (Art. 461). The right protects against dilution of voting power, dividend share and liquidation share.

• Exercise. The board fixes the principles for exercising the right in a resolution and gives shareholders at least fifteen days. The resolution is registered, announced and placed on the website.
• Restriction. The assembly's resolution on the increase may restrict or remove the right "only where there are just causes and with the affirmative vote of at least sixty per cent of the capital". "In particular, a public offering, the acquisition of businesses, parts of businesses or participations, and the participation of employees in the company are regarded as just cause."
• Equal treatment. "No one may be advantaged or disadvantaged in an unjustified manner by the restriction or removal of the pre-emptive right." The board must explain in a report the reasons for the restriction, why shares are issued at a premium or without one, and how the premium was calculated; the report is registered and announced.
• Registered capital system. The same rules apply to the board's decision, apart from the quorum.
• Transfer. The right can be transferred unless the articles restrict it in line with the share-transfer rules; the company cannot prevent shareholders to whom it granted pre-emption from exercising it by relying on transfer restrictions.
• Unexercised rights. Shares not taken up are offered as the resolution provides, usually to the other shareholders and then to third parties.

Dilution through price. A majority can dilute a minority without touching the pre-emptive right, by issuing shares at nominal value when the real value is much higher, at a time the minority cannot fund. Courts have annulled increases shown to serve no business need and to aim only at dilution, as contrary to good faith. A minority that cannot participate should record its dissent and consider an annulment action within three months.

Points for foreign shareholders

• Powers of attorney. A shareholder abroad acts through a proxy at the assembly and for subscription. The power must be notarised and apostilled or legalised at a Turkish consulate, with a sworn translation. Allow time for this before the deadline.
• Corporate shareholders need a recent certificate of good standing and signatory authority, apostilled and translated.
• Funds from abroad should be sent to the company's account with a clear "capital contribution" description; keep the bank's foreign-currency purchase or receipt record.
• Foreign investment reporting. Companies with foreign capital report capital changes through the electronic system for foreign direct investment data within the period set.
• Work permits. Capital, paid-in amounts and the foreign partner's share are among the criteria for work permit applications for foreign partners and staff; raising capital can help a pending or future application.
• Dormant companies. If the company is no longer needed, consider voluntary liquidation instead of an increase. Leaving it to be "deemed dissolved" does not remove tax and filing obligations or directors' responsibilities.
• Company type. If the business has outgrown its form, the increase can be combined with a conversion.

If the deadline is missed

The provisional article states the consequence: the company is "deemed to have been dissolved". Dissolution by operation of law does not make the company disappear. It enters liquidation: its purpose becomes winding up, liquidators must be appointed, "in liquidation" is added to its name, new business cannot be undertaken, and the register is updated on notice from the registry. The Ministry's secondary rules set out how registries deal with companies that did not comply, including striking off.

Practical effects appear quickly: banks restrict accounts when the registry record changes, tenders and licences that require an active company are affected, and counterparties may treat the change as an event of default. Directors and managers remain responsible for tax returns and for the liquidation.

Whether a company deemed dissolved can reverse that status by a late increase depends on the Code's rule allowing a company to return from liquidation if distribution of assets has not begun, and on the registry's practice at the time. It should not be planned on.

Given registry workloads in December and the three-month registration rule, the increase should be resolved and filed well before the end of the year.

Is your Turkish company's capital below the new minimum? Send us the trade registry extract and the latest balance sheet. Message Yayla Law on WhatsApp or use the contact form. We prepare the resolution, the amended articles and the filing with your accountant, and handle powers of attorney for shareholders abroad before the 31 December 2026 deadline.

Frequently asked questions

What is the minimum capital for a company in Turkey?

250,000 lira for a joint stock company, 500,000 lira for an unlisted joint stock company in the registered capital system, and 50,000 lira for a limited company, since 1 January 2024.

My limited company was founded with 10,000 lira. What must I do?

Raise the capital to at least 50,000 lira and register the amendment by 31 December 2026. Otherwise the company is deemed dissolved.

Do we need new money?

Not necessarily. Retained earnings and free reserves can be converted into capital, and a shareholder's cash loan to the company can be set off against the subscription.

What quorum is needed for the resolution?

For increases made to reach the statutory minimum, no meeting quorum is required and the resolution passes by a majority of votes present, without the use of privileges. Ordinary increases follow the usual quorums for amending the articles.

How quickly must the increase be registered?

Within three months of the resolution, or it becomes invalid. For the 2026 deadline, the registration itself should be completed by 31 December.

How much of the new capital must be paid immediately?

In a joint stock company, at least a quarter of cash subscriptions before registration and the rest within twenty-four months. In a limited company cash contributions can be paid within twenty-four months unless the articles or resolution say otherwise.

Can the majority increase capital without offering me shares?

Every shareholder has a pre-emptive right in proportion to their holding, with at least fifteen days to exercise it. It can be restricted only for just cause with the votes of at least sixty per cent of the capital.

Our company has lost most of its capital. Does increasing to the minimum solve that?

Not by itself. If two thirds of capital and legal reserves is lost, the assembly must decide to restore capital or continue with one third. The increase should be sized to cure both problems.

What happens if we do nothing?

The company is deemed dissolved and enters liquidation, with consequences for bank accounts, contracts and licences. Tax and filing duties continue until liquidation is completed.

Legal basis and sources

• Turkish Commercial Code No. 6102, Articles 332, 342–345, 376–377, 454, 456–475, 580, 585, 590–592, 633 and Provisional Article 15 — official consolidated text at mevzuat.gov.tr.
• Presidential Decision No. 7887 of 24 November 2023 (minimum capital amounts); Law No. 7511 of 23 May 2024.
• Ministry of Trade Communiqué on the Procedures and Principles for the Implementation of Article 376 of the Turkish Commercial Code.
• Trade Registry Regulation; Corporate Tax Law No. 5520, Article 10 (deduction on cash capital increases).

This article provides general legal information on Turkish law as of October 2026. It is not legal or tax advice. Check for any extension of the deadline and your registry's document list, and file well before the end of the year.