I. Introduction
The Communiqué on the Extension of the Period for Joint Stock and Limited Liability Companies to Increase Their Capital to the New Minimum Amounts (the “Communiqué”), published in Official Gazette No. 33403 of 17 October 2026, extends from 31 December 2026 to 31 December 2027 the compliance period that Turkish Commercial Code No. 6102 (the “Code”) gives joint stock and limited liability companies whose capital is below the new minimum amounts. The extended period also applies to non-public joint stock companies in the registered capital system that must increase their initial and issued capital.
The Communiqué took effect on publication and changes neither the minimum capital amounts nor the obligation to increase capital. Joint stock and limited liability companies whose capital is still below the minimum when the period ends will be deemed dissolved by operation of law under the Code; for certain companies in the registered capital system, the consequence will instead be deemed exit from that system. Companies within scope should therefore use the additional time to adopt the capital increase resolutions and complete registration.
II. The Minimum Amounts and the Obligation to Increase Capital
The new minimum amounts were raised with effect from 1 January 2024 by Presidential Decision No. 7887 of 24 November 2023. The minimum share capital is TRY 250,000 for joint stock companies and TRY 50,000 for limited liability companies, and the minimum initial capital for non-public joint stock companies in the registered capital system is TRY 500,000.
Under the Code, general assembly meetings held to raise capital to these amounts require no meeting quorum, resolutions are adopted by a majority of the votes present, and privileges may not be exercised against those resolutions. This facilitation will continue to apply during the extended period.
III. Companies in the Registered Capital System
To remain in the registered capital system, a non-public joint stock company must raise both its initial capital and its issued capital to TRY 500,000 by the end of the period. A company whose issued capital is at least TRY 250,000 and which fails to do so will not be dissolved but will be deemed under the Code to have left the registered capital system. For companies whose issued capital is below TRY 250,000 as well, it cannot be said that exit from the system is the only consequence, so reaching the general minimum capital for joint stock companies must also be kept in view. Because the Code treats initial capital, issued capital and the registered capital ceiling as separate concepts, a high registered capital ceiling in the articles of association does not mean that issued capital is sufficient.
IV. The New Deadline and the Ministry’s Power to Extend
The Communiqué does not amend the text of provisional Article 15 of the Code; it relies on the power that provision gives the Ministry of Trade to extend the period. The text of the Code therefore still shows 31 December 2026, but the deadline that applies to companies within scope is 31 December 2027. The Code allows the Ministry to extend the period by one year at a time, no more than twice.
V. Conclusion
The Communiqué gives joint stock and limited liability companies whose capital is below the minimum amounts one more year to complete their capital increases. Since the Code requires capital to have been increased by the end of the period, however, the capital increase resolution and its registration should be planned so that both are completed before 31 December 2027. Joint stock and limited liability companies that have not reached the minimum by the end of the period will be deemed dissolved and will enter liquidation, so the additional time should be used without leaving the work to the final months.
