A Ministry of Trade communiqué published in the Official Gazette on 17 October 2026 (No. 33403) gives joint stock companies until 31 December 2027 to raise their share capital to TRY 250,000, and limited liability companies to TRY 50,000. The previous deadline was 31 December 2026. A company that misses it is deemed dissolved. For a startup still sitting on TRY 50,000 of nominal capital, the extra year is not breathing room; it is a planning window to fit the increase into the next funding round and to convert share premium already on the balance sheet into capital.
What changed and what did not
Only the date. Provisional Article 15 of the Turkish Commercial Code (TCC), inserted by Law No. 7511 in May 2024, gave undercapitalised companies until 31 December 2026 and authorised the Ministry to extend that period “twice, by one year each”. This is the first use of that power. One further extension (in theory to 31 December 2028) remains legally possible, but nothing suggests it will be granted, and planning should not count on it.
Unchanged:
- Amounts. Presidential Decree No. 7887, in force since 1 January 2024: TRY 250,000 for a joint stock company (JSC, “AŞ”), TRY 50,000 for a limited liability company (LLC, “LŞ”), TRY 500,000 initial and issued capital for a non-public JSC in the registered capital system.
- Sanction. A JSC or LLC that does not comply is deemed dissolved; a registered-capital JSC is deemed to have left that system.
- Shareholder-meeting relief. For the increase up to the minimum, no meeting quorum is required, the resolution passes by a simple majority of votes present, and privileged shares cannot be used against it (Provisional Art. 15/2).
| Company type | Old minimum | New minimum (since 1.1.2024) | Deadline | If missed |
|---|---|---|---|---|
| Joint stock company (AŞ) | TRY 50,000 | TRY 250,000 | 31.12.2027 | Deemed dissolved |
| Limited liability company (LŞ) | TRY 10,000 | TRY 50,000 | 31.12.2027 | Deemed dissolved |
| Non-public JSC in the registered capital system | TRY 100,000 | TRY 500,000 (initial and issued) | 31.12.2027 | Deemed out of the system |
Why this bites startups in particular
Most Turkish tech companies were incorporated before 2024 as a TRY 50,000 JSC or a TRY 10,000 LLC. When they raised money, the nominal capital usually stayed put: an investor putting in TRY 10 million paid TRY 9,999 of share premium on each TRY 1 share, and capital moved from 50,000 to 51,000. The threshold, however, looks only at nominal capital (TCC Arts. 332 and 580). A company carrying millions in share premium can still be below the statutory minimum on paper.
Turkish operating subsidiaries of foreign parents are in the same position. Teams that flipped to Delaware or the UK typically left a TRY 10,000 LLC in Istanbul and never looked at it again. That entity now has to reach TRY 50,000 by 31 December 2027, or the parent’s only operating asset is deemed dissolved.
Three routes: cash, internal funds, the round
1. Capitalising internal funds (no cash needed)
Share premium, legal reserves and other funds that the law allows to be added to capital can be converted into bonus shares under TCC Art. 462. For a startup that has taken priced rounds, this is the cheapest way to the threshold: no cash leaves the company and ownership percentages do not move.
The trap is Art. 462/3: while such funds exist on the balance sheet, the company cannot increase capital by cash subscription without first (or simultaneously, pro rata) converting them. This surfaces regularly at closings. The new investor’s cash increase cannot be registered until the treatment of existing funds has been settled.
2. Cash increase by founders or existing shareholders
Without funds to capitalise, the classic route applies. In a JSC, at least 25% of the nominal value of newly subscribed cash shares must be paid before registration and the balance within 24 months; moving from 50,000 to 250,000 therefore means at least TRY 50,000 in the blocked bank account before filing. An LLC has no pre-payment requirement, but the TRY 50,000 must be paid within 24 months.
3. Combining it with the funding round
For a startup planning to close a round in the next 14 months, the efficient scenario is one shareholders’ meeting covering both. Practical notes:
- Two agenda items. The quorum relief in Provisional Art. 15/2 covers only the increase up to the minimum. Issuing investor shares, restricting pre-emption rights (Art. 461/2: justified cause, affirmative vote of at least 60% of the capital, board report) and creating privileges follow the ordinary regime. In our view, merging both increases into a single resolution and passing everything under the relaxed quorum invites trouble at the registry; separate items, each with its own quorum, is the safer draft.
- A closing condition in the investment documents. A condition precedent or warranty that the company meets the statutory minimum capital is becoming standard in Turkish term sheets and SHAs. Founders who deal with it early avoid a “company at risk of deemed dissolution” flag in due diligence.
- One articles amendment. The capital clause is amended once for both increases; if the company is moving into the registered capital system, the TRY 500,000 initial capital goes into the same text.
Interaction with the Art. 376 capital-loss test
A capital increase changes the capital-loss arithmetic. The Art. 376 thresholds (one half and two thirds of capital plus statutory reserves) put capital in the denominator, so the same accumulated loss becomes a smaller ratio once capital grows. Reaching the minimum can lift some companies out of the two-thirds zone. The reverse reminder: the exemption in the Art. 376 Communiqué for unrealised FX losses and half of 2020–2021 lease, depreciation and personnel expenses was extended to 1 January 2028 by an amendment published on 10 October 2026. Both dates land at the same year-end; run the 376 test on post-increase figures when planning.
Timing: registration is the deadline, not the resolution
The statute says companies “shall raise” their capital by 31 December 2027. A capital increase takes effect on registration (Art. 455 for a JSC, Art. 590 for an LLC), so a shareholders’ resolution alone is not enough; the trade registry entry must be completed by that date. Given registry workload in the last week of December and the lead time for bank blocking letters, October–November 2027 is the safe window; for companies closing a round during 2027, the closing itself is the natural date.
Minimum steps:
- Pull the amount of capitalisable funds from the balance sheet (share premium, reserves).
- If internal funds suffice, prepare an Art. 462 increase; if not, plan the cash portion through founders, existing shareholders or the round.
- Shareholders’ meeting notice and agenda (two separate increase items where needed) plus the board declaration (Art. 457).
- For a cash increase: bank blocking letter and the 25% pre-payment (JSC).
- Trade registry filing and publication; confirm the capital field is updated in MERSİS.
- Update the share ledger and, where applicable, Central Registry (MKK) records.
FAQ
Will the Ministry extend the deadline again?
It can: Provisional Art. 15/3 allows two extensions and one has been used. But an extension is a matter of ministerial discretion, not a right. Plan around 31 December 2027.
We have share premium but the company is loss-making. Can we still capitalise internal funds?
Share premium is a capital reserve, and accumulated losses do not by themselves block its conversion. An Art. 462 increase does require an approved, current balance sheet and confirmation of the funds by an auditor or sworn financial adviser. If there are losses, run the Art. 376 test at the same time.
What does “deemed dissolved” mean in practice, and can it be reversed?
The company enters liquidation and its legal personality ends when liquidation closes. Because the law attaches this consequence automatically, “we will increase later” is not a safe position. A dissolution entry in the registry is also a heavy mark in investor, bank and public-tender relationships.
Sources. Communiqué on the Extension of the Period for Joint Stock and Limited Liability Companies to Raise Their Capital to the New Minimum Amounts (Official Gazette 17.10.2026, No. 33403), Turkish Commercial Code No. 6102, Arts. 332, 344, 455, 457, 461, 462, 580, 590 and Provisional Art. 15, Law No. 7511 (Official Gazette 29.05.2024, No. 32560), Art. 17, Presidential Decree No. 7887 (Official Gazette 25.11.2023, No. 32380) and the amendment to the Art. 376 Communiqué (Official Gazette 10.10.2026, No. 33396).
This article is general information, not legal advice. Contact us for an assessment of your company’s position.
