Turkish joint-stock companies with share capital below TRY 250,000 and limited companies below TRY 50,000 are deemed dissolved if they do not increase their capital by 31 December 2026. No court decision or shareholder resolution is needed; the consequence follows directly from Provisional Article 15 of the Turkish Commercial Code. Vircon Legal runs the compliance capital increase end to end: registry check, choice of funding route, general assembly, registration and the record updates afterwards.
Request a quote → The rule in detail
Is your company affected?
Enter the company type and the capital registered with the trade registry; the check shows how Provisional Article 15 applies to you.
| Company | Minimum from 1 January 2024 | If not raised by 31 December 2026 |
|---|---|---|
| Joint-stock company (fixed capital system) | TRY 250,000 | Deemed dissolved |
| Non-public joint-stock company under the registered capital system (issued capital of at least TRY 250,000) | Initial capital TRY 500,000 | Deemed to have left the registered capital system unless initial and issued capital both reach TRY 500,000 |
| Limited company | TRY 50,000 | Deemed dissolved |
What Vircon Legal handles
- Preliminary check: current registry record, articles of association, share ledger and unpaid capital commitments. A new increase cannot be made while cash contributions on existing shares remain unpaid (TCC Art. 456(1)); this is settled at the first step.
- Choice of funding route: cash, internal resources (reserves and funds that may be added to capital, TCC Art. 462) or conversion of a shareholder receivable. The balance-sheet side is handled together with the company’s accountant, and the corporate tax deduction available only for cash increases (Corporate Tax Law Art. 10(1)(ı)) is factored into the choice.
- Resolutions and general assembly: board resolution, notice, agenda, amendment text for the articles and minutes. For a compliance increase no meeting quorum applies, resolutions pass by a majority of the votes present and privileges cannot be used against them (Provisional Art. 15(2)).
- Payment and declaration: deposit of the cash into the bank account and the board’s declaration under TCC Art. 457.
- Registration: trade registry filing, follow-up on any requested documents and tracking until registration. An increase not registered within three months of the resolution lapses (TCC Art. 456(3)).
- Afterwards: updating the share ledger, share certificates and any shareholders’ agreement schedules.
- Shareholders abroad: powers of attorney for representation at the general assembly, with the process run remotely for foreign-owned companies.
What is needed from you
- The company’s name and trade registry details, including the current articles of association
- The shareholder list and share ledger
- Your preferred funding route; if internal resources are considered, the latest approved annual balance sheet
- Any shareholders’ agreement and privileges in the articles
- Representation details for shareholders resident abroad
Process and timetable
- Week 1: document review, choice of funding route, setting the amount of the increase.
- Weeks 2-3: board resolution and notice of the general assembly. In a joint-stock company notice is given at least two weeks before the meeting (TCC Art. 414); a meeting without notice is possible if all shareholders attend and none objects (TCC Art. 416).
- Week 4: general assembly, cash payment, board declaration and registry filing.
- After registration: record updates.
The law requires capital to be raised by 31 December 2026; because the increase takes effect on registration, the safe reading is that registration should be completed by that date. Year-end is a busy period for registries and banks; if a general assembly with formal notice is needed, the process should start in early November at the latest.
Why Vircon Legal
Vircon Legal was listed as a Leading Firm in The Legal 500 EMEA for Commercial, Corporate and M&A in Türkiye in 2025 and 2026. The team regularly handles capital increases, privileged-share structures and investor consent rights for startups and venture-backed companies, so the compliance increase is done with the cap table and the investor relationship in mind. The announced transactions are the record of that work.
Frequently asked questions
Do the shareholders have to put in new money?
Not always. A joint-stock company with qualifying reserves or funds that may be added to capital can increase from internal resources (TCC Art. 462), and a subsidiary funded by a parent loan can convert part of that receivable into capital. Where neither applies, cash is the simplest route.
We cannot reach one of our shareholders. Can the increase still be made?
Yes. For a compliance increase no meeting quorum applies and resolutions pass by a majority of the votes present (Provisional Art. 15(2)). The general assembly must still be validly convened, and the absent shareholder’s pre-emption right is preserved.
Can our investor’s privileged shares block the increase?
Not through the privilege: Provisional Art. 15(2) provides that privileges may not be used against compliance increase resolutions. Consent rights in a shareholders’ agreement are contractual, so obtaining the investor’s written consent is recommended.
Can the deadline be extended?
The Ministry of Trade may extend the deadline by one year at a time, at most twice (Provisional Art. 15(3)). As at the date of this page no extension has been announced; plans should work to 31 December 2026.
Request a quote
Share the company type, the registered capital and anything specific about the situation. A quote setting out the scope and timetable will be sent by email.
This page is provided for general information only and does not constitute legal advice. Please seek legal support for an assessment of any specific matter.
Sources. Turkish Commercial Code No. 6102. Statute links open the official consolidated Turkish texts on mevzuat.gov.tr.