Turkey Minimum Capital Increase by 31 December 2027: What Foreign-Owned Companies Must Do
Turkish joint-stock and limited companies set up before 2024 with capital below the new minimums must increase it by 31 December 2027. Companies that miss the deadline are deemed dissolved. For foreign shareholders, the paperwork abroad is what takes time.
- New minimum capital: TRY 250,000 for a joint-stock company (A.Ş.), TRY 50,000 for a limited company (Ltd.), TRY 500,000 initial capital for A.Ş. in the registered capital system — Presidential Decision No. 7887 (Official Gazette 25 November 2023).
- Companies formed before 1 January 2024 below these amounts must comply by 31 December 2027 — Turkish Commercial Code Temporary Art. 15, added by Law No. 7511.
- If they do not, the company is deemed dissolved (infisah) and moves towards liquidation.
- The law makes the general assembly easier: no meeting quorum and a simple majority of votes present; privileged shares cannot block the decision.
- For foreign shareholders, start now: apostilled resolutions, powers of attorney and translations usually take longer than the Turkish filing itself.
Key facts
| Item | Rule | Legal basis |
|---|---|---|
| Minimum capital — A.Ş. | TRY 250,000 | Presidential Decision No. 7887 |
| Minimum capital — Ltd. | TRY 50,000 | Presidential Decision No. 7887 |
| Registered capital system (A.Ş.) | TRY 500,000 initial capital | Presidential Decision No. 7887 |
| Who must act | Companies formed before 1 January 2024 with lower capital | TCC Temporary Art. 15 |
| Deadline | 31 December 2027 | TCC Temporary Art. 15 (Law No. 7511) |
| If missed | Company deemed dissolved; registered-capital companies leave that system | TCC Temporary Art. 15 |
| General assembly | No meeting quorum; simple majority of votes present; privileges cannot block | TCC Temporary Art. 15 |
| Extension power | Ministry of Trade may extend by up to one year, at most twice | TCC Temporary Art. 15 |
Does my Turkish company need to increase its capital?
What the 17 October 2026 extension changes for foreign-owned companies
The Ministry of Trade communiqué published in the Official Gazette of 17 October 2026, issue 33403, extends the capital-compliance period under Temporary Article 15 of Turkish Commercial Code No. 6102 to 31 December 2027. It does not change the minimum capital thresholds under Articles 332 and 580.
For an existing Turkish subsidiary, the relevant figure is its registered share capital, not its revenue, cash balance or total assets. A Ltd. Şti. with TRY 10,000 of registered capital needs an increase of at least TRY 40,000; an A.Ş. with TRY 100,000 needs at least TRY 150,000. The increase should be duly approved and registered with the trade registry before the deadline.
Special case: for non-public joint-stock companies using the registered-capital system, review both starting capital and issued capital. Temporary Article 15 provides a distinct consequence for certain companies already having at least TRY 250,000 of issued capital: they may be deemed to have left the registered-capital system rather than automatically dissolved. Corporate records should be reviewed before assuming the same sanction applies to every such company.
Group finance teams should use the additional year to align shareholder approvals, funding or permitted reserve capitalisation, documentation abroad and local registry filings. The extension does not relax compliance with separate rules on capital impairment, insolvent balance sheets or unpaid capital.
How to increase capital: step by step
- Check the numbers — current registered capital in the trade registry gazette and articles of association; whether earlier capital was fully paid.
- Choose the source — new cash from shareholders, capitalisation of eligible internal reserves, or conversion of shareholder receivables where legally possible.
- Prepare resolutions — board or managers’ resolution and the amended articles of association.
- Foreign shareholder documents — parent company resolution and power of attorney, notarised and apostilled (or consular-legalised), with sworn Turkish translations.
- Hold the general assembly — no quorum required for this increase; simple majority of votes present.
- Pay in and document — cash contributions through a bank; for internal resources, an auditor’s or SMMM/YMM report on the reserves used.
- Register and announce — trade registry registration and publication in the Trade Registry Gazette.
- Follow-up — update the share ledger, accounting records, E-TUYS foreign-investment data and, if ownership percentages change, the beneficial-owner notification.
Cash injection vs capitalising reserves: which route?
| New cash from the parent | Capitalising internal reserves | |
|---|---|---|
| Needs money from abroad | Yes | No |
| Documents | Bank transfer, parent resolution | Report confirming the reserves exist and are free |
| Best for | Companies with accumulated losses or no reserves | Profitable companies with retained earnings or eligible reserves |
| Watch out for | FX transfer timing and bank KYC | Tax treatment of capitalised amounts — check before deciding |
What drives the cost and time
- Number of foreign shareholders and the countries their documents come from.
- Apostille or consular legalisation and sworn translation lead times.
- Whether a reserve report is needed.
- Notary, trade registry and gazette fees in Turkey.
- Year-end congestion: registries and notaries are busiest in December.
How Turkey compares
| Country | Minimum capital (private company) |
|---|---|
| Turkey (Ltd.) | TRY 50,000 |
| Germany (GmbH) | EUR 25,000 |
| Netherlands (BV) | No minimum |
| UK (Ltd) | No minimum |
Indicative comparison.
Case study: the December apostille problem
Illustrative scenario (composite of typical cases): A Spanish parent’s Turkish limited company, formed in 2019 with TRY 10,000 capital, planned the increase for December.
The obvious answer: A capital increase is a one-week formality in Turkey.
Why it failed: The Turkish steps are quick, but the parent’s board resolution, power of attorney and apostille took almost four weeks, and the registry appointment slots in the last week of December were full.
The structure adopted: Documents were prepared in October, the general assembly was held by written process with the proxy, and the increase was registered in November — well before the deadline.
What happens if…
What happens if we miss 31 December 2027?
The company is deemed dissolved and enters liquidation. Reviving a dissolved company is far harder and slower than increasing capital in time.
Has the capital increase deadline actually been extended?
Yes. The Ministry of Trade published the extension on 17 October 2026 in Official Gazette No. 33403. The operative deadline for companies covered by Temporary Article 15 is now 31 December 2027. No further extension should be assumed unless officially announced.
What happens if one shareholder refuses?
For this compliance increase the general assembly needs no quorum and decides by simple majority of votes present; privileged shares cannot block it.
What happens if our capital was never fully paid?
Unpaid capital commitments should be reviewed at the same time; the registry and auditors will look at payment status when the increase is registered.
Frequently asked questions
What is the minimum capital for a company in Turkey in 2027?
TRY 250,000 for a joint-stock company (A.Ş.) and TRY 50,000 for a limited company (Ltd.), under Presidential Decision No. 7887.
What is the deadline to increase capital in Turkey?
31 December 2027 for companies formed before 1 January 2024 with capital below the minimums (Turkish Commercial Code Temporary Article 15, Law No. 7511).
What happens if a Turkish company does not increase its capital?
It is deemed dissolved (infisah) and enters liquidation.
Can a foreign parent increase capital remotely?
Yes, through a proxy with an apostilled power of attorney and apostilled parent resolutions with sworn translations.
Prepare your 2027 capital compliance plan
Send us your Turkish company name, the registered capital shown in the trade registry and the country of the parent shareholder. We can assess the capital shortfall, possible funding routes, documentation for overseas shareholders and the local registration process ahead of the 31 December 2027 deadline.
WhatsApp a CPAAnnual corporate compliance calendar
Primary sources
- Turkish Commercial Code No. 6102 — Temporary Art. 15
- Official Gazette — Ministry of Trade communiqué extending the compliance period (17 October 2026, No. 33403); Presidential Decision No. 7887 (25 November 2023, No. 32380); Law No. 7511
- GİB
Turn Turkey compliance into certainty
SYSTEMS CPA supports foreign-owned companies with company formation, accounting, tax compliance and payroll in Turkey — one accountable local partner. Reviewed by Evren Özmen, SMMM (Certified Public Accountant), TÜRMOB Reg. No. 35675.
