Capital Increase
How does a foreign shareholder increase capital in a Turkish company?
Quick Answer
A Turkish company capital increase normally requires a valid corporate decision, an amendment or other procedure suited to the company and capital system, satisfaction of the contribution rules, and trade registry registration. A foreign shareholder should first confirm the company type, existing commitments, voting rights and signing documents.
What is a capital increase?
A capital increase raises a company's registered share capital; it is different from a shareholder loan or leaving cash in the company account. Turkish Commercial Code No. 6102 governs the corporate decision, contribution and registration framework. The route depends on whether the company is a limited liability company (Ltd. Şti.) or joint-stock company (A.Ş.), its articles of association and, for an A.Ş., the capital system it uses.
First checks for a foreign shareholder
- Current registered capital, earlier unpaid subscriptions and shareholding percentages.
- Articles of association, reserved matters and existing shareholders' pre-emption rights.
- Whether the proposed contribution is cash, eligible non-cash property or an internal resource.
- Who may sign the resolution, subscription documents and registry application.
- Whether a regulated sector requires a separate approval or higher capital level.
Approval, funding and registration
The company prepares the corporate decision and supporting documents under the rules that apply to its form. A cash increase requires a payment and subscription plan; an in-kind increase requires asset-specific review and valuation procedures. Existing unpaid commitments can affect the route. The decision and articles amendment, where applicable, are filed with the competent trade registry. Do not treat a board discussion or bank transfer alone as proof that registered capital has changed.
For an A.Ş., the Ministry of Trade describes capital increase as an amendment to the articles, subject to the relevant statutory conditions, decision process and registry filing. Ltd. Şti. formalities differ. The precise approvals, voting majority and evidence should be determined from the company documents, not copied from another transaction.
Foreign shareholder documents
- Recent Turkish trade registry extract and articles of association.
- Cap table, previous capital decisions and status of unpaid commitments.
- Parent-company approval and evidence of the representative's authority.
- Power of attorney if a local representative will act.
- Certification, apostille or legalisation and Turkish translation where required for foreign-issued documents.
- Funding evidence and accounting treatment reviewed with the company's adviser.
Protect ownership and voting rights
An increase can change ownership percentages. Review statutory and contractual pre-emption rights, anti-dilution terms, class rights and any shareholders' agreement before fixing the issue price or inviting new investors. A funding need should not be mistaken for consent to dilute an existing investor.
Is the 2026 minimum-capital deadline relevant?
Some existing Turkish companies must assess a separate minimum-capital transition ending on 31 December 2026. The deadline does not apply to every company and should not be confused with an ordinary growth financing. Our 2026 subsidiary capital guide explains the threshold and deadline; this glossary page explains the general transaction.
If an increase forms part of an acquisition, our M&A transaction advisory guide covers the deal-wide decision process. For formation or ongoing corporate support, see setting up a business in Türkiye and shareholders' agreements.
Official source
Ministry of Trade: Company information and capital increase procedures
Discuss Your Capital Increase
Review the corporate approvals, investor rights and registry documents for your proposed increase.
Schedule a Consultation