Türkiye has introduced revised minimum capital requirements for joint stock companies and limited liability companies under Articles 332 and 580 of the Turkish Commercial Code (TCC), pursuant to Presidential Decree No. 7887 published on 25 November 2023.

The updated thresholds are as follows:

• Joint stock companies: minimum capital increased to TRY 250,000
• Limited liability companies: minimum capital increased to TRY 50,000
• Non-public joint stock companies operating under the registered capital system: minimum initial and issued capital increased to TRY 500,000

Companies subject to these requirements must complete the relevant capital increases by 31 December 2026.

Key Compliance Implications

Under Provisional Article 15 of the TCC, companies failing to comply with the minimum capital requirements by the deadline will be deemed automatically dissolved.

For non-public joint stock companies operating under the registered capital system, failure to meet the required threshold will result in removal from the registered capital system.

Facilitating Measures

To facilitate compliance, the TCC provides procedural exceptions for capital increase resolutions, including:

• No meeting quorum requirement
• Adoption by simple majority of attendees
• Restriction on the exercise of privileged voting rights against such resolutions.

Practical Considerations

Given the anticipated congestion at trade registry offices and related administrative processes toward year-end, companies are advised to initiate preparations well in advance of the statutory deadline.

Next Steps

Companies should assess whether their current capital structure complies with the revised thresholds and, where necessary, begin preparations for shareholder approvals and registration procedures.