Compliance Period for Minimum Capital of Joint-Stock and Limited Liability Companies Extended to December 31, 2027

With the Ministry of Trade Communiqué published in the Official Gazette (Resmî Gazete) dated October 17, 2026 and numbered 33403, the compliance period for joint-stock and limited liability companies required to increase their capital to the new minimum amounts set out in the Turkish Commercial Code (TTK) has been extended until December 31, 2027. The previous date of December 31, 2026 has thus been postponed by one year for the purposes of the compliance obligation within the scope of the Communiqué.

The new arrangement did not reduce the minimum capital amounts or remove the capital increase obligation; it only extended the period provided for the companies concerned to complete compliance. Companies need to examine separately the capital amounts currently entered in the trade registry and the capital system to which they are subject.

Which companies are affected by this arrangement?

The Communiqué covers joint-stock and limited liability companies whose capital is below the amounts in Articles 332 and 580 of Turkish Commercial Code No. 6102. In addition, initial and issued capital amounts are specifically regulated for non-public joint-stock companies that have adopted the registered capital system (kayıtlı sermaye sistemi).

For companies that have already reached the minimum amounts in force, no new increase is needed merely because the period has been extended. On the other hand, in companies under the registered capital system, the distinction between initial and issued capital and the specific consequences of Provisional Article 15 should be assessed separately.

What are the new minimum capital amounts?

The minimum capital amounts applied since January 1, 2024 were raised under Presidential Decision No. 7887 dated November 24, 2023. The Communiqué dated October 17, 2026 did not change these amounts.

Important distinction: The initial and issued capital of non-public joint-stock companies that have adopted the registered capital system should be assessed together within the framework of the special provisions of that system and Provisional Article 15/1 TTK. The 500,000 TL initial capital threshold in the table should not be confused with 250,000 TL, the general minimum share capital of other joint-stock companies.

From which date to which date was the period extended?

Previous deadline: December 31, 2026.
New deadline: December 31, 2027.
Date of publication and entry into force of the Communiqué: October 17, 2026.

The new date is expressly set in Article 2 of the Communiqué. The arrangement was issued on the basis of Article 210 and Provisional Article 15 of TTK No. 6102. Provisional Article 15/3 TTK gives the Ministry of Trade the power to extend the compliance period within certain limits.

What happens if no capital increase is made by the end of the period?

Provisional Article 15/1 TTK provides that, for joint-stock and limited liability companies below the specified minimum amounts, failure to increase capital within the period leads to the consequence of being deemed dissolved. Because of the Communiqué of October 17, 2026, the relevant deadline for this obligation will be applied as December 31, 2027.

The same provisional article also contains, for non-public joint-stock companies that have adopted the registered capital system, a special requirement concerning initial and issued capital amounts and the consequence of being deemed to have left the registered capital system. It is not correct to apply this consequence to all joint-stock companies.

As of today, it cannot be concluded that companies come to an end immediately merely because their capital is below the new minimum amount. Nevertheless, waiting until the end of 2027 may also create a risk of delay in terms of registration and financing preparations, particularly in companies with a complex shareholding structure.

Is there any relief regarding the general assembly and the decision quorum?

Under Provisional Article 15/2 TTK, at general assembly meetings to be held to increase capital for the purpose of compliance with the statutory minimum amounts, no meeting quorum is required; resolutions are adopted by a majority of the votes present at the meeting, and privileges cannot be exercised against these resolutions.

This special arrangement is linked only to the compliance increase provided for. Matters such as an increase well above the minimum amount, a separate amendment to the articles of association or a contribution of capital in kind require the other relevant statutory form and decision provisions to be examined separately. The quorum and steps applicable to the specific transaction should be determined on the basis of the company documents.

Which steps should companies plan for compliance?

First, the current trade registry records, the articles of association and the capital structure should be examined. After the existing capital has been compared with the applicable minimum threshold, the amount to be increased, the shareholders’ method of contribution and the decision process should be determined.

In practice, depending on the type of company and the scope of the transaction, a resolution of the general assembly/shareholders’ meeting, an amendment to the articles of association, a capital commitment, procedures in the Central Registry Record System (MERSİS) and the trade registry, registration and announcement, and accounting entries may come into play. Whether additional documents such as a bank letter, a permit or a valuation are required should be researched separately according to the specific capital increase method and the legal status of the company.

If there is sector legislation, a loan agreement or a special arrangement requiring the company to increase its capital for another reason, this general compliance period extended until the end of 2027 does not automatically postpone those separate obligations.

Is this extension the same as the capital loss rule under Article 376 TTK?

No. The subject of the Communiqué of October 17, 2026 is the compliance period for increasing companies’ capital to the new minimum capital amounts. The application of Article 376 TTK concerning companies’ capital loss or over-indebtedness calculations is a different legal matter. The dates or consequences of the two arrangements should not be confused with each other.

Frequently Asked Questions

If a limited liability company’s capital is 10,000 TL, by when must it be raised to 50,000 TL?

Under the general compliance obligation as applied, the new minimum amount must be reached by December 31, 2027. The capital increase resolution, registration and the other steps should be planned without waiting for the last day.

Under the fixed capital system, does a joint-stock company with 250,000 TL capital have to increase its capital again?

A joint-stock company under the fixed capital system does not have to increase its capital again merely because of this minimum capital compliance. For non-public joint-stock companies under the registered capital system, the 500,000 TL requirement for initial and issued capital must be examined separately. Activity-specific capital requirements and the company’s other obligations remain reserved.

Is the 2027 date a general postponement applicable to all capital increase transactions?

No. The extension is provided only for compliance with the new minimum capital amounts within the scope of the Communiqué and Provisional Article 15 TTK. Other capital transactions arising from commercial needs or subject to separate legal rules have not been automatically postponed.

What is different for non-public joint-stock companies under the registered capital system?

For these companies, the minimum initial capital of 500,000 TL and the special provisions of Provisional Article 15 TTK concerning initial/issued capital are assessed. The consequences of being deemed to have left the system in the event of failure to comply on time should not be confused with the general dissolution rule.

Is a capital increase completed by the shareholders’ meeting resolution alone?

No. After the resolution is adopted, depending on the specific transaction, the necessary trade registry registration, announcement, capital commitment and other complementary steps must also be carried out. Which documents will be required varies according to the type of company and the method of increase.

Full text of the Communiqué (October 17, 2026, Official Gazette No. 33403)

ARTICLE 1 — (1) This Communiqué has been prepared on the basis of Articles 210 and Provisional Article 15 of Turkish Commercial Code No. 6102 dated January 13, 2011.

ARTICLE 2 — (1) The period provided, pursuant to the first paragraph of Provisional Article 15 of Law No. 6102, for joint-stock and limited liability companies whose capital is below the amounts provided for in Articles 332 and 580 of Law No. 6102, and for non-public joint-stock companies that have adopted the registered capital system whose initial capital and issued capital are below the amounts specified in those articles, to increase their initial capital and issued capital to the new minimum amounts has been extended until December 31, 2027.

ARTICLE 3 — (1) This Communiqué enters into force on the date of its publication.

ARTICLE 4 — (1) The provisions of this Communiqué are executed by the Minister of Trade.

Official sources and legal bases

• Official Gazette: October 17, 2026, No. 33403, Communiqué on the Extension of the Period for Joint-Stock and Limited Liability Companies to Increase Their Capital to the New Minimum Amounts. Text in the Official Gazette.
• Grand National Assembly of Türkiye (TBMM): Provisional Article 15 added to TTK by Article 17 of Law No. 7511 dated May 23, 2024. Text of the law.
• Ministry of Trade: Minimum Capital Amounts for Joint-Stock and Limited Liability Companies Have Been Increased (November 30, 2023).
• Ministry of Trade: Companies whose incorporation and amendments to the articles of association are subject to Ministry permission.