Minimum Capital Requirements of Companies in Türkiye

Circular No: 2024 / 61


Date: 10.06.2024


According to the the Presidential Decree numbered 7887, published in the Official Gazette on 25.11.2023, the minimum capital amount of capital companies, which is regulated in the Turkish Commercial Code (“TCC") was amended as follows:

 

  • The minimum capital of an Incorporated Company was increased from TRY 50,000 to TRY 250,000,
  • The minimum capital of unlisted Incorporated Companies operating under the registered capital system was increased from TRY 100,000 to TRY 500,000,
  • The minimum capital of Limited Liability Company was increased from TRY 10.000 to TRY 50.000.

 

The Minimum Capital Requirement entered into force on 01.01.2024 and is valid for new companies to be established as of 01.01.2024. There was no obligation for an increase in the capital of existing companies.

 

However, on 29.05.2024, Law No. 7511 was published in the Official Gazette numbered 32560, which provides an obligation for a capital increase of existing companies. This law requires Incorporated Companies and Limited Liability Companies to adapt their capital to the minimum capital requirements by 21.12.2026. If the capital adjustment is not carried out, companies are deemed to have been wound up. Unlisted Incorporated Companies operating under the registered capital system will be excluded from the system.

 

According to the law, the minimum quorum at the general assembly meeting is not required for the resolution of the increase of capital. A simple majority of the votes present will suffice and the exercise of privileges against such resolutions is prohibited.

 

The Ministry of Trade has the right to extend the deadline until 21.12.2026 twice, each time by one year. We recommend that companies review their capital structures and carry out a capital increase before the deadline.

 

Kind regards,  

 



“Our explanations given above contain general information on the subject. No liability claims can be made against Rödl & Partner for the consequences arising from or related to the content of this document."​



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