Shareholders at a corporate meeting resolving a capital increase in a Turkish company

Every joint stock company and limited liability company in Türkiye founded before 2024 with capital below the current legal minimum must increase its capital by December 31, 2026. A company that misses the deadline is deemed dissolved by operation of law. Because tens of thousands of foreign-owned companies were set up with the old minimums of 10,000 TL or 50,000 TL, this is the most important corporate deadline of the year for foreign investors. This guide explains who is affected, what happens if nothing is done, and how to complete the increase from abroad.

What Changed and When

Presidential Decree No. 7887, published in the Official Gazette on November 25, 2023, raised the minimum capital amounts in the Turkish Commercial Code with effect from January 1, 2024:

  • Joint stock company (Anonim Şirket, A.Ş.): from 50,000 TL to 250,000 TL.
  • Non-public joint stock company using the registered capital system: initial capital from 100,000 TL to 500,000 TL.
  • Limited liability company (Limited Şirket, Ltd. Şti.): from 10,000 TL to 50,000 TL.

New companies have had to meet these amounts since 2024. For existing companies, Provisional Article 15 of the Commercial Code set a transition period that ends on December 31, 2026. The Ministry of Trade is authorised to extend the period twice, by one year each time, but no extension had been announced at the time of writing, and relying on one is a gamble with the company's existence.

Who Is Affected

Any A.Ş. with capital below 250,000 TL (or below 500,000 TL if it uses the registered capital system) and any Ltd. Şti. with capital below 50,000 TL. In practice this covers most companies that foreign nationals established between 2012 and 2023 to obtain a work permit, run a small trading or consultancy business, or hold property, since the typical Ltd. Şti. of that period was registered with exactly 10,000 TL.

Check the figure on your latest Trade Registry Gazette entry or on MERSİS. If the registered capital is below the minimum, the company must act even if it is dormant.

What Happens If the Deadline Is Missed

Under Provisional Article 15, a company that has not raised its capital by the deadline is deemed dissolved (infisah etmiş sayılır) without any further decision. The consequences follow quickly:

  • The company enters liquidation and can no longer trade, sign contracts or issue invoices.
  • Bank accounts are restricted and the tax office treats the company as in liquidation.
  • Work permits of foreign partners and employees that depend on the company lose their basis, which in turn affects residence permits.
  • Licences, leases and public tenders held in the company's name are put at risk.

Reviving a dissolved company is possible in some cases but costs far more than the increase itself.

How to Increase the Capital

  1. Shareholder decision. The general assembly (A.Ş.) or the shareholders' meeting (Ltd. Şti.) resolves to increase the capital and amends the capital article of the articles of association. In an A.Ş. the board first prepares a report on the increase.
  2. Choose the source. The increase can be paid in cash, met from internal resources such as reserves and retained earnings with a certified public accountant's report, or made by converting shareholder loans into capital.
  3. Pay-in rules. For a cash increase in an A.Ş., at least one quarter of the increased amount is paid before registration and the balance within 24 months. In a Ltd. Şti. the cash contribution is paid under the rules in the articles; many registries ask for a bank letter.
  4. Registration. The resolution, the amended articles, the auditor or CPA report where required and the bank letter are filed with the Trade Registry through MERSİS. The increase takes effect on registration and is announced in the Trade Registry Gazette.

Shareholders who are abroad do not need to travel. A notarised and apostilled power of attorney, with a sworn Turkish translation, allows our office to pass the resolution and complete the registration. Where a foreign company is the shareholder, its corporate documents must also be apostilled and translated, which is the step that takes longest.

A Useful Side Effect for Work Permits

Since 2025 the work permit criteria for foreign company partners require the company to have at least 500,000 TL paid-in capital and the partner to hold a share of at least 20 percent worth at least 500,000 TL. Partners who need a work permit should consider going straight to 500,000 TL rather than stopping at the legal minimum, so that one registration serves both purposes. See our guide to work permits for foreign business partners.

Timing

The registries become congested in December as thousands of companies file at once, and apostille and translation of foreign documents can take several weeks. We recommend passing the resolution by October or November 2026 at the latest. Companies that intend to close rather than continue should also decide now: a voluntary liquidation started before the deadline is orderly, whereas a deemed dissolution is not.

How Bayraktar Attorneys Can Help

We check the registered capital of your company, prepare the resolution and the amended articles, obtain the CPA report where the increase is funded from internal resources, and complete the registration with the Trade Registry on the basis of a power of attorney. For groups with several Turkish entities we handle all of them in one coordinated filing. For background on the two company forms, see our comparison of Anonim Şirket and Limited Şirket and our guide to company registration in Turkey. Contact us before the year-end rush.

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