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 31 December 2026. A company that misses the deadline is deemed dissolved by operation of law, without any court decision, notice, or further administrative act. Because tens of thousands of foreign owned companies were established between 2012 and 2023 with the old minimums of 10,000 Turkish Lira for a limited liability company or 50,000 Turkish Lira for a joint stock company, often for the sole purpose of obtaining a work permit, holding property, or running a small consultancy, this is the most consequential corporate deadline of the year for foreign investors in Türkiye. This guide explains what changed and when, which companies are affected, what happens if nothing is done, how the capital increase is carried out under the Turkish Commercial Code, Law No. 6102, how it can be completed entirely from abroad, and why partners who need a work permit should consider increasing beyond the legal minimum in a single step.
Quick Answer: Presidential Decree No. 7887, published in the Official Gazette of 25 November 2023, raised the minimum capital of a joint stock company, anonim şirket, from 50,000 to 250,000 Turkish Lira, the initial capital of a non-public joint stock company using the registered capital system from 100,000 to 500,000 Turkish Lira, and the minimum capital of a limited liability company, limited şirket, from 10,000 to 50,000 Turkish Lira, with effect from 1 January 2024. Under Provisional Article 15 of the Turkish Commercial Code, Law No. 6102, companies founded before that date must raise their capital to the new minimum by 31 December 2026; a company that fails to do so is deemed dissolved, infisah etmiş sayılır, and enters liquidation automatically. The Ministry of Trade may extend the period twice by one year each time, but no extension has been announced and none should be relied on. The increase is made by a general assembly or shareholders' resolution amending the capital article of the articles of association, funded in cash, from internal resources with a certified public accountant's report, or by converting shareholder loans, and registered with the Trade Registry through MERSİS. Shareholders abroad can complete the entire procedure through a notarised and apostilled power of attorney. Partners who need a work permit should consider increasing directly to 500,000 Turkish Lira, since the work permit criteria for company partners require that amount of paid-in capital.
The limited liability company with 10,000 Turkish Lira of capital was, for more than a decade, the standard vehicle through which foreign nationals established a presence in Türkiye. It was quick to form, inexpensive to maintain, and sufficient to sponsor a work permit for its foreign partner, to hold a commercial lease, or to own real estate where direct foreign ownership was restricted. Many of these companies remain on the register with their original capital, some actively trading and many dormant, their owners unaware that the law now requires a capital figure five times higher and that the consequence of inaction is not a fine but the automatic dissolution of the company.
The dissolution consequence is what distinguishes this deadline from the ordinary run of corporate compliance obligations. A late annual filing or an unpaid chamber fee produces a penalty; a missed capital increase under Provisional Article 15 produces a company that no longer legally exists as a going concern, with immediate effects on its bank accounts, its contracts, its licences, and the immigration status of the foreigners who depend on it.
Article 332 of the Turkish Commercial Code sets the minimum capital of a joint stock company and Article 580 that of a limited liability company, and both articles authorise the President to increase the amounts. Presidential Decree No. 7887, published in the Official Gazette of 25 November 2023, exercised that authority and raised the minimums with effect from 1 January 2024.
| Company Type | Previous Minimum | Minimum Since 1 January 2024 |
|---|---|---|
| Joint stock company, anonim şirket, A.Ş. | 50,000 Turkish Lira | 250,000 Turkish Lira |
| Non-public joint stock company using the registered capital system | 100,000 Turkish Lira initial capital | 500,000 Turkish Lira initial capital |
| Limited liability company, limited şirket, Ltd. Şti. | 10,000 Turkish Lira | 50,000 Turkish Lira |
Companies incorporated on or after 1 January 2024 have been required to meet the new minimums from formation, and the Trade Registry does not register a company below them. For these companies there is nothing further to do.
For companies incorporated before 1 January 2024, Provisional Article 15 of the Commercial Code, added by Law No. 7511 published in the Official Gazette of 29 May 2024, set a transition period: such companies must raise their capital to the new minimum by 31 December 2026. The article authorises the Ministry of Trade to extend this period twice, by one year each time, which means the deadline could in theory move to the end of 2027 or 2028. At the time of writing, however, no extension has been announced, the Ministry has given no indication that one is planned, and a company that waits for an extension that does not come will be dissolved. The prudent course is to treat 31 December 2026 as final.
The obligation applies to any joint stock company with capital below 250,000 Turkish Lira, or below 500,000 Turkish Lira if it uses the registered capital system, and to any limited liability company with capital below 50,000 Turkish Lira. It applies regardless of whether the company is trading, dormant, profitable, or loss making, and regardless of the nationality of its shareholders. In practice it covers the great majority of companies that foreign nationals established between 2012, when the current Commercial Code entered into force, and the end of 2023, since the typical limited liability company of that period was registered with exactly the then minimum of 10,000 Turkish Lira and has not been recapitalised since.
The registered capital appears in the company's most recent entry in the Trade Registry Gazette, Türkiye Ticaret Sicili Gazetesi, which can be searched online, and in the company's record on MERSİS, the central registry system of the Ministry of Trade, which the company's authorised signatory or its accountant can access with an e-signature or e-Devlet login. The figure to check is the registered capital, esas sermaye, not the paid-in amount or the balance sheet equity; a company whose equity exceeds the minimum through retained earnings is still in breach if its registered capital does not.
A dormant company is not exempt. An owner who no longer needs the company has two orderly options before the deadline: increase the capital and keep the company, or commence a voluntary liquidation under Articles 529 to 548 of the Commercial Code. A voluntary liquidation begun before 31 December 2026 proceeds under the shareholders' control, with a liquidator of their choosing and a predictable timetable; a deemed dissolution under Provisional Article 15 does not, and leaves the shareholders to manage the consequences of a liquidation they did not plan.
Under Provisional Article 15, a company that has not raised its capital to the minimum by the deadline is deemed dissolved, infisah etmiş sayılır, without any further decision by a court, the Trade Registry, or the shareholders. Dissolution by operation of law places the company into liquidation under Article 533 of the Commercial Code, and the consequences follow quickly.
A company in liquidation may act only for the purposes of the liquidation. It can no longer trade in the ordinary course, enter into new contracts, or issue invoices for new business, and its name must carry the words "in liquidation", tasfiye halinde. Banks that learn of the dissolution restrict the operation of the company's accounts to liquidation transactions, and the tax office treats the company as in liquidation for corporate tax and VAT purposes, which triggers its own filing obligations and the closure of the ordinary tax period.
For foreign investors the most serious consequence is usually not commercial but immigration related. A work permit issued to a foreign partner or employee on the basis of the company's activity loses its foundation when the company ceases to be a going concern, and the Ministry of Labour and Social Security may cancel it. Because a valid work permit counts as a residence permit under Article 27 of Law No. 6458, the cancellation in turn removes the foreigner's basis for lawful stay, and family members holding permits derived from the principal are affected in the same way.
Licences and permits issued in the company's name, commercial leases, participation in public tenders, and the ownership of real estate held through the company are all put at risk by the dissolution. A landlord may treat the dissolution as a ground for termination, a licensing authority as a ground for revocation, and a tender authority as a disqualification. Property held by the company must be disposed of in the liquidation unless the company is revived.
Article 548 of the Commercial Code allows a company in liquidation to resolve, by a qualified majority, to continue its existence, provided the distribution of assets has not begun, and in some cases a deemed dissolved company can be revived through this route combined with the overdue capital increase. The procedure is available, but it requires a court application in some circumstances, involves the liquidator, the Trade Registry, and the tax office, and costs considerably more in time and professional fees than the capital increase would have cost if made before the deadline. It should be regarded as a remedy of last resort rather than a fallback plan.
The capital increase follows the ordinary procedure for amending the articles of association under Articles 456 to 472 of the Commercial Code for a joint stock company and Articles 589 to 591 for a limited liability company, with the shareholders' resolution, the source of the new capital, the pay-in rules, and the registration each requiring attention.
In a joint stock company, the board of directors first prepares a report on the increase under Article 457, explaining the reason for it, the source of the funds, and the issue price of the new shares, and then convenes the general assembly, which resolves on the increase and the amendment of the capital article by the majority required under Article 421. In a limited liability company, the shareholders' meeting resolves on the increase and the amendment under Article 589 with the qualified majority in Article 621. Where the company has a single shareholder, as many foreign owned companies do, the resolution is passed by that shareholder alone in writing, which simplifies the procedure considerably. A Ministry representative must attend the general assembly of a joint stock company that resolves on a capital increase.
The increase can be funded in three ways, and the choice affects both the documents required and the cash the shareholders must find. A cash increase is paid by the shareholders into a blocked bank account in the company's name, and the bank issues a letter confirming the deposit for the Trade Registry. An increase from internal resources under Article 462 capitalises reserves, retained earnings, or revaluation funds already on the balance sheet, requires a report from a certified public accountant or sworn financial adviser confirming that the funds exist and are available, and involves no new cash; this route is attractive for trading companies with accumulated profits. An increase by conversion of shareholder loans treats amounts the shareholders have advanced to the company, which in small foreign owned companies are often substantial, as a contribution in kind under Article 342, again on the basis of a certified public accountant's report confirming the debt, and likewise requires no new cash. The three sources can be combined in a single increase.
For a cash increase in a joint stock company, Article 344 requires at least one quarter of the nominal value of the new shares to be paid before registration and the balance within 24 months of registration, so a company increasing from 50,000 to 250,000 Turkish Lira must deposit at least 50,000 Turkish Lira before filing. In a limited liability company, the cash contribution is paid under the rules set in the articles of association; since the 2024 amendments the full amount no longer has to be paid before registration in every case, but many Trade Registry directorates continue to ask for a bank letter, and the practice of the registry concerned should be confirmed before the resolution is drafted. Where the increase is funded entirely from internal resources or loan conversion, no bank letter is needed and the certified public accountant's report takes its place.
The resolution, the amended articles of association, the board report where applicable, the certified public accountant's report where required, the bank letter for a cash increase, and the Ministry representative's attendance record for a joint stock company are filed with the Trade Registry directorate of the company's seat through MERSİS. The increase takes effect on registration under Article 455 and is announced in the Trade Registry Gazette. Registration fees and the Competition Authority contribution of four per ten thousand of the increased amount are payable at filing. Once registered, the company's share ledger, tax office record, and chamber of commerce record are updated to reflect the new capital.
Shareholders who are outside Türkiye do not need to travel for any step of the procedure. A power of attorney notarised in the shareholder's country, apostilled under the Hague Convention of 5 October 1961 or legalised through the Turkish consulate where the country is not a party, and translated into Turkish by a sworn translator, allows an attorney in Türkiye to attend or hold the shareholders' meeting, pass the resolution, sign the amended articles, open and operate the blocked account for a cash increase, and complete the registration through MERSİS. The power of attorney should expressly authorise the attorney to represent the shareholder in general assemblies, to vote on capital increases and amendments to the articles, and to sign before the Trade Registry, since a general commercial power of attorney without these specific authorities may be rejected by the registry.
Where the shareholder is itself a foreign company, as in many subsidiary structures, its own corporate documents must also be produced: a current extract from its commercial register, its articles or equivalent constitutional document, and a resolution or signature authority showing who may act for it, each apostilled and translated. Obtaining, apostilling, and translating these documents is consistently the step that takes longest, often four to six weeks depending on the country, and it is the reason why companies with foreign corporate shareholders should begin the process earliest.
Since 2025, the work permit evaluation criteria applied by the Ministry of Labour and Social Security to foreign company partners require the company to have paid-in capital of at least 500,000 Turkish Lira and the partner seeking the permit to hold a share of at least 20 percent with a value of at least 500,000 Turkish Lira. A limited liability company that increases its capital only to the legal minimum of 50,000 Turkish Lira therefore satisfies the Commercial Code but still falls far short of the work permit threshold, and a partner who later applies for or renews a work permit will have to carry out a second increase, with a second resolution, a second registration, and a second set of fees.
Partners who need a work permit, or who expect to need one during the life of the company, should consider going directly to 500,000 Turkish Lira in the current increase so that one registration serves both purposes. Because the increase can be funded from shareholder loans or internal resources rather than new cash, the larger figure does not necessarily require the shareholders to find additional funds. See our guide to work permits for foreign business partners for the full set of criteria.
The Trade Registry directorates in Istanbul, Ankara, and Izmir become congested in December as thousands of companies file at once, and a filing rejected for a missing document in the last week of the year may not be corrected in time. Apostille and translation of foreign documents take several weeks, and a Ministry representative for a joint stock company's general assembly must be requested in advance. For these reasons, companies should aim to pass the resolution by October or November 2026 at the latest, and companies with foreign corporate shareholders should begin collecting documents in the summer.
Companies that intend to close rather than continue should decide now, for the reasons given in section 3.2. Groups with several Turkish entities should review all of them together, since a single dormant subsidiary that is overlooked can disrupt a group structure that otherwise complies. Finally, the increase is an opportunity to review the articles of association as a whole: a company formed in 2015 may have articles that no longer reflect the current law, the current shareholders, or the current signature arrangements, and the amendment required for the capital increase can be combined with other amendments in a single registration at little additional cost.
31 December 2026, under Provisional Article 15 of the Turkish Commercial Code, for companies founded before 1 January 2024 whose capital is below the new minimum.
250,000 Turkish Lira for a joint stock company, 500,000 Turkish Lira initial capital for a non-public joint stock company using the registered capital system, and 50,000 Turkish Lira for a limited liability company.
The Ministry of Trade may extend it twice by one year each time, but no extension has been announced, and relying on one risks the dissolution of the company.
It is deemed dissolved by operation of law and enters liquidation without any further decision. It can no longer trade, its bank accounts are restricted, and work permits based on it lose their foundation.
Yes. A dormant company with capital below the minimum is dissolved in the same way. The owner should either increase the capital or begin a voluntary liquidation before the deadline.
In the most recent Trade Registry Gazette entry for the company or on MERSİS. The relevant figure is the registered capital, not the balance sheet equity.
No. The increase can be funded from reserves and retained earnings, or by converting shareholder loans into capital, in each case with a certified public accountant's report, and no new cash is required.
In a joint stock company, at least one quarter of the new shares' nominal value before registration and the balance within 24 months. In a limited liability company, payment follows the articles, and many registries ask for a bank letter.
Yes. A notarised and apostilled power of attorney with a sworn Turkish translation allows an attorney to pass the resolution, handle the bank formalities, and complete the registration.
A current commercial register extract, its constitutional document, and evidence of signature authority, each apostilled and translated. Collecting these typically takes four to six weeks.
Yes, for the general assembly of a joint stock company resolving on a capital increase. No representative is required for a limited liability company's shareholders' meeting.
If a partner needs a work permit now or in the future, increasing directly to 500,000 Turkish Lira avoids a second increase, since the work permit criteria require that amount of paid-in capital.
Trade Registry fees, the Competition Authority contribution of four per ten thousand of the increased amount, notary and translation costs, and the certified public accountant's fee where a report is required, in addition to legal fees.
In some cases, under Article 548 of the Commercial Code, provided the distribution of assets has not begun, but the procedure is slower and considerably more expensive than a timely increase.
Pass the resolution by October or November 2026 at the latest. Companies with foreign corporate shareholders should begin collecting apostilled documents in the summer of 2026.
Yes. Other amendments can be combined with the capital increase in the same resolution and registration at little additional cost.
The deadline of 31 December 2026 under Provisional Article 15 of the Turkish Commercial Code is unusual among corporate compliance obligations in that the consequence of missing it is not a penalty but the end of the company. Every joint stock company below 250,000 Turkish Lira and every limited liability company below 50,000 Turkish Lira founded before 2024 is affected, trading or dormant, and the great majority of foreign owned companies formed in the last decade fall within that description. The increase itself is a routine procedure that can be funded without new cash and completed entirely from abroad through a power of attorney, but it depends on documents that take weeks to assemble and on registries that will be overwhelmed in December. Companies that act in the autumn will complete it without difficulty; companies that wait for an extension that may never be announced are gambling with their legal existence, their bank accounts, and the immigration status of the foreigners who depend on them.
We check the registered capital of your company, prepare the resolution and the amended articles, obtain the certified public accountant's report where the increase is funded from internal resources or shareholder loans, 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 Türkiye. To review your company's position before the year end rush, our legal team can confirm the registered capital, recommend the appropriate source and amount of the increase, and complete the filing under the current law.
