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Obligation to Increase Company Capital to the Minimum Amount: Duration Extended to 31 December 2027. Within the scope of TCC temporary article 15, the threshold of 50,000 TL in limited companies and 250,000 TL in joint stock companies, simplified general assembly rules and dissolution if the period is missed has been updated as of 2026.
Limited companies with capital below 50,000 TL and joint stock companies with capital below 250,000 TL must increase their capital to these amounts. The original deadline in the law was December 31, 2026. The Ministry of Commerce extended this period to 31 December 2027 with the Communiqué published in the Official Gazette dated 17 October 2026. A company that does not increase its capital within the period is deemed to be dissolved and enters the liquidation process without the need for a separate decision or warning. The guide explains which companies are in the scope, the methods by which the increase can be made, the ease of quorum granted in the general assembly, the effect of the priority right period on the calendar, and alternative methods for companies that do not have operations.
The Turkish Commercial Code determined the minimum capital as 10,000 TL (Art. 580) for limited companies and 50,000 TL (Art. 332) for joint stock companies, and gave the President the authority to increase these amounts. With the Presidential Decree No. 7887 dated 24.11.2023, the minimum capital capital in limited companies was increased to 50,000 TL, in joint stock companies it was increased to 250,000 TL, and in non-public joint stock companies in the registered capital system, the initial capital was increased to 500,000 TL, as of January 1, 2024.
This decision was binding only on newly established companies. The status of existing companies was regulated by the temporary article 15, which was added to the Turkish Commercial Code by Law No. 7511 and entered into force on 29.05.2024. Thus, for tens of thousands of companies established with old amounts, the obligation to increase capital to new thresholds and the associated heavy sanctions arose.
Non-public joint stock company in the registered capital system (with an issued capital of at least 250,000 TL) Starting capital 100,000 TL Initial and issued capital 500,000 TL The company does not terminate, it is deemed to have left the registered capital system.
2. When does it expire?
The first version of provisional article 15 envisaged 31 December 2026 for compliance. The third paragraph of the same article gives the Ministry of Commerce the authority to extend this period for one year at most twice. The Ministry used this authority for the first time and extended the period until 31 December 2027 with the Communiqué published in the Official Gazette No. 33403 dated 17.10.2026. The Communiqué entered into force on the date of its publication.
The extension does not relieve the obligation; it merely advances the calendar by one year. Since the law allows two extensions, a second and final extension is legally possible. However, it is uncertain whether such a decision will be made, and postponing transactions relying on this possibility means risking the existence of the company.
The legislator has introduced a special decision regime to prevent disagreement or indifference between partners from blocking the capital increase. According to the second paragraph of Provisional Article 15, in the general assembly meetings held to increase the capital to new minimum amounts:
A meeting quorum is not required. Meetings can be held regardless of how much of the capital is represented.
Decisions are taken by the majority of votes present at the meeting. The aggravated quorums in the articles of association do not apply to this decision.
Privilege cannot be used against these decisions. Voting privileged shares cannot be put forward to prevent the increase.
This relief only applies to minimum upgrades. Any increase above the minimum amount or other decisions taken at the same meeting remain subject to the general quorum rules. Therefore, carefully separating the agenda reduces the risk of an annulment lawsuit that may be filed later.
4. By what methods can capital be increased?
Partners commit the increased capital in cash. In joint stock companies, at least twenty-five percent of the shares committed in cash must be paid before registration, and the remainder must be paid within twenty-four months following registration (TTK Article 344). In limited companies, there is no twenty-five percent payment requirement before registration; The price of the shares is paid within twenty-four months from registration (TTK article 585). Failure to pay the promised price gives rise to the company's right to claim against the partner; The debt does not disappear.
Freely usable reserve funds and funds allowed by the legislation to be added to the capital can be converted into capital (TTK Article 462). In this method, no new money is requested from the partners and the share rates do not change. The law also imposes an important limitation: while there are funds in the balance sheet that can be added to the capital, these funds cannot be increased only with a new commitment without being converted into capital. The two paths can be used simultaneously and at the same rate.
The cash debt given by the partner to the company and visible in the records can be offset against the capital commitment. In the trade registry application, the existence and amount of this receivable is determined by the report of an independent accountant or certified public accountant. Documenting with bank records that the receivable actually arises from cash entering the company will speed up the registration process and protect the company in possible tax audits.
In limited companies, each partner has the right to participate in the increase in the share capital and at least fifteen days must be given to exercise this right (TTK Article 591). A similar period is allowed for priority rights in joint stock companies. When this period between the increase decision and registration, preparation of the financial advisor report, payment and registry transactions is added, leaving the process to the last days becomes a real risk.
The capital increase is completed with the registration of the amendment to the articles of association in the trade registry. The expression in the law is to increase the capital within a period of time; Just having a decision may not be enough. Considering the intensity that may be experienced in registry offices at the end of the year and the returns of missing documents, it is recommended that the procedures be started before the last quarter of 2027 at the latest.
1. The last approved balance sheet is examined; It is determined whether there are funds and partner receivables that can be added to the capital.
2. The auction method and the participation rates of the partners are planned.
3. The general assembly or the board of partners is called to a meeting; The agenda includes the decision to raise the minimum amount as a separate item.
4. The increase decision and the new text of the capital article of the articles of association are accepted; The priority right period runs.
5. If necessary, a financial advisor report is obtained, the Competition Authority share is deposited and the application file is submitted to the trade registry.
6. Following the registration and announcement in the Turkish Trade Registry Gazette, the share ledger is updated; The payment schedule of cash commitments is followed.
6. What happens if the deadline is missed?
Joint stock and limited companies whose capital remains below the minimum amount at the end of the period are deemed to be dissolved. This conclusion follows from the law; No court decision, general assembly decision or prior warning is required. The legal personality of the dissolved company does not terminate immediately; The company enters into liquidation and the phrase "in liquidation" is added to its title. From this moment on, the powers of the company bodies are limited for the purpose of liquidation, new commercial transactions cannot be initiated, receivables are collected, debts are paid and assets are converted into cash (TTK Art. 533 et seq., for limited companies, Art. 643).
The point that is often overlooked in practice is this: The possibility of reversing from liquidation in TCC Article 548 is only envisaged for companies that are terminated by the expiration of the period or by the decision of the general assembly. According to the law, dissolution is not considered among these situations. In the face of this clear statement of the law, it is debatable whether it is possible to continue operations by increasing capital after dissolution, and the result may become virtually irreversible.
Dissolution for an active and profitable company; It means that bank loans, tender and contract relations, licenses and permits, and employee relations are shaken at the same time. Therefore, the issue is not an administrative formality, but a compliance obligation that directly concerns the existence of the company.
Partners of a company that has not been in business for a long time must make a conscious choice between capital increase and closure. Unconscious waiting causes the company to go into uncontrolled liquidation and tax and social security obligations to remain uncertain.
capital increase If the company is active or will return to operation in the near future Quorum relief only applies to raising the minimum amount
Transformation of a joint stock company into a limited company If there is no need for a joint stock company structure; A threshold of 50,000 TL is applied instead of 250,000 TL Type change TCC art.180 et seq. subject to its provisions; The provisional quorum ease of 15 does not apply to this transaction
Planned liquidation If the company has no commercial value The liquidation schedule remains under the control of the partners and relations with creditors are closed regularly.
Merger If there is another company with partners Merger agreement and creditor protection provisions apply
A limited company established in 2015 with a capital of 10,000 TL has three partners. One of the partners lives abroad and is not involved in company affairs. The articles of association require the vote of partners representing two-thirds of the capital for capital increase. The total share of the other two partners is sixty percent and the company is active. The partners plan to take action in November 2027.
In the meeting to be held to increase the capital to 50,000 TL, the aggravated quorum in the articles of association will not be applied; The majority of votes present at the meeting is sufficient and a sixty percent share is sufficient to make a decision. However, the partner abroad must be given at least fifteen days for the priority right, and the call procedure must be followed meticulously. If there are funds in the company's balance sheet that can be added to capital, these funds must be converted first. A process that will start in November may push the end of the year due to calls, priority periods and registry procedures. The safe plan is to hold the meeting in September at the latest.
Is this obligation valid if our company was established after 2024?
Companies established after January 1, 2024 are generally excluded because they have already been established with the new minimums. Those within the scope are companies whose capital still remains at the old amounts.
Do partners need to deposit money immediately for capital increase?
There is no payment requirement before registration in limited companies; The fee is paid within twenty-four months from registration. In joint stock companies, at least twenty-five percent of the cash shares must be paid before registration.
What happens if a partner does not want to participate in the auction?
Since the decision can be taken by the majority of votes present at the meeting, opposition from a single partner cannot prevent the increase. The non-participating partner's share within the scope of the preemptive right may be acquired by other partners; In this case, his share in the company decreases.
Will the deadline be extended once again?
The law grants the Ministry a maximum of two extension powers and the first one has been used. Although the second extension is legally possible, it is not certain. Planning should be done according to December 31, 2027.
What is the cheapest way for a company that has no operations?
A single answer cannot be given without examining the company's debt and receivable status, tax and social security records. If a closure decision is to be made, planned liquidation rather than spontaneous dissolution often gives more predictable results.
Interpreting the extension as the obligation is lifted: The period has been postponed; The minimum amount requirement remains the same.
Leaving the process to December: Registration may not be completed due to priority right period, report preparation and registry density.
Ignoring the funds that can be added to the capital: While these funds are in the balance sheet, an increase cannot be made only with a cash commitment (TTK Article 462).
Carrying the ease of quorum to other decisions: Other decisions in the same meeting are subject to general quorum rules and are open to annulment action.
Leaving the inactive company to its own devices: Spontaneous dissolution initiates an irreversible and uncontrolled process of liquidation.
Although minimum capital compliance may seem like an accounting transaction at first glance, it is subject to a deadline that determines the legal existence of the company. Even though the period has been extended to December 31, 2027, when the priority right periods, internal resource limitations, call procedure and registration calendar are evaluated together, preparations should be started early. Küheylan Law Firm; It carries out the entire process, from the selection of the auction method to the preparation of general assembly calls and decision texts, from the management of disputes between partners to the strategy of changing type or planned liquidation for inactive companies, by taking into account the long-term interests of the company and its partners. For file evaluation, an appointment can be requested via info@kuheylanhukuk.com.
Important Legal Notice: The legal explanations contained in this guide have been prepared by Küheylan Law Firm for general information purposes and do not constitute legal advice. In company law, the provisions of the articles of association, partnership structure and periods have different results in each file; It is recommended to get support from a lawyer before taking any action. © 2026 Küheylan Law Firm. All rights reserved.
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