Capital Increase, Capital Reduction and Capital Maintenance
Transactions concerning a company’s capital directly affect shareholding percentages, voting power, pre-emptive subscription rights (rüçhan) and the company’s financial structure. For cash or in-kind capital increases, increases from internal resources, conditional capital, capital reductions and simultaneous capital transactions, there are resolution, report, announcement and registration steps specific to the company type.
In this scope, the following are
- Fulfillment of capital commitments
- Cash and in-kind capital transactions
- Valuation and expert requirements
- Protecting the pre-emptive subscription right (rüçhan) and shareholding percentages
- Restricting or removing the pre-emptive subscription right (rüçhan)
- Links to the issued capital and the registered capital system
- Capital reduction and protection of creditors
- Capital advances, shareholder current accounts and borrowing by the company
- Reserves and the prohibition on returning capital
- Claims for annulment, declaration and liability arising from capital changes
assessed. Current minimum capital amounts and application documents are determined on the basis of the legislation in force on the date of the transaction.
Company Mergers, Demergers, Change of Type and Acquisitions
Mergers, demergers and changes of type are structural changes that produce consequences together for the company’s assets, shareholding, creditors, employees, permits and contracts. The acquisition of company shares or of business assets, on the other hand, may produce different liability, tax and permit consequences depending on how the transaction is structured.
In these transactions, the following are
- Determining the transaction structure and closing conditions
- Legal review and risk reporting
- Merger, demerger, change of type or acquisition agreements
- Share purchase, participation and investment agreements
- Resolutions of the management body and the general assembly
- Protection of shareholders, creditors and employees
- Representations and warranties, indemnification and security arrangements
- Whether a Competition Authority notification or approval is required
- Permits of sector regulators and administrative authorities
- Closing documents, registration and post-closing compliance
planned. Because competition notification thresholds and sector permit conditions may change, a separate check against the current legislation is made for each transaction.
Groups of Companies, Control and Affiliated Company Transactions
Where one company establishes control over another through voting rights, a contract or other means, special obligations relating to groups of companies may arise. Intra-group instructions, financing, security, asset transfers, and service and management transactions may adversely affect the interests of the affiliated company.
In this area, the following are
- Determining the relationship between the controlling and the affiliated company
- Direct and indirect control structures
- Affiliation reports and obligations of the management body
- Unlawful use of control
- Offsetting the loss of the affiliated company
- Intra-group debts, guarantees, sureties and security
- Related-party contracts and transfers of resources
- Claims for information, reporting and liability
- Transactions of subsidiaries in Türkiye within multinational company groups
examined.
Minimum Capital and the Transaction Timetable
In the official announcements reviewed as of October 3, 2026, minimum amounts are stated as 250,000 TL for a joint-stock company, 50,000 TL for a limited liability company and 500,000 TL as the initial capital of a non-listed joint-stock company in the registered capital system. For existing companies within the scope of provisional Article 15 of the TTK, the compliance date is December 31, 2026. The scope applicable to the company and any possible extensions of time should be checked again before the transaction.
Non-compliance may result in dissolution by operation of law (infisah) for joint-stock and limited liability companies, and in exit from the system for the registered capital companies specified in the article. The registration and implementation timetable must be planned instead of being content with passing a resolution.
How does legal review contribute to an acquisition decision?
The distinction between a share transfer and an asset transfer is reviewed together with debts, security, material contracts, employees, intellectual property rights, permits and pending disputes. How the findings will be reflected in the contract as representations, security, indemnification, price or closing conditions is determined.
Before and after closing
The need for competition and sector permits is checked for each transaction. Closing, at which the transfer is completed, may not take place on the same date as signing. After closing, the responsible persons and the timetable are determined for updating the representation, ledger, registry, notification and contract records.