Key takeaway: Existing Turkish limited liability and joint-stock companies whose registered capital remains below the applicable legal minimum generally need to complete a capital increase by 31 December 2026. The relevant figure is the capital recorded in the company's registry file, not its bank balance or annual turnover.
Check first: A company already at or above the applicable minimum generally does not need an increase under this transitional rule. Regulated sectors may have separate capital and approval requirements.
Turkish Subsidiary Capital Increase Deadline at a Glance
| Turkish company type | General minimum registered capital |
|---|---|
| Limited liability company (Ltd. Şti.) | TRY 50,000 |
| Joint-stock company (A.Ş.) | TRY 250,000 |
The deadline does not mean that every Turkish subsidiary must increase its capital. An active company may have been established when the minimum amounts were lower, but the current registry record should be checked before reaching a conclusion.
The Turkish Ministry of Trade states that the minimum capital for limited companies rose from TRY 10,000 to TRY 50,000, while the minimum for joint-stock companies rose from TRY 50,000 to TRY 250,000. The transitional rule under Provisional Article 15 of the Turkish Commercial Code gives companies below the applicable minimum until 31 December 2026 to reach it.
How Can You Tell If Your Company Is Affected?
Start with the registered capital in the trade registry record and articles of association. Do not use the company's cash balance, annual turnover, asset value or current profitability as a substitute for the registered-capital figure.
Examples:
- A limited company with registered capital of TRY 10,000 would generally need to increase its capital to at least TRY 50,000.
- A joint-stock company registered with TRY 50,000 would generally need to reach at least TRY 250,000.
These figures show the required change in registered capital. They do not, on their own, establish how much a shareholder must transfer immediately. Earlier unpaid capital commitments, the company's accounts and the proposed method of increase must be reviewed first.
A practical first step is to obtain the current trade registry extract, review the articles of association and compare them with earlier general-meeting or shareholders' decisions. A company may have approved a previous increase that has not been fully paid or registered, and that history can affect the next decision.
What Is the Special Rule for Non-Public Joint-Stock Companies?
There is a separate consequence for a non-public joint-stock company using the registered capital system. If it has issued capital of at least TRY 250,000 but does not raise both its initial capital and issued capital to TRY 500,000 by the deadline, it is deemed to have left the registered capital system.
This is different from the general minimum-capital rule affecting a company whose registered capital remains below TRY 50,000 for a limited company or TRY 250,000 for a joint-stock company. The company's articles, current capital system, issued capital and registered capital ceiling should be checked together.
What Is the 31 December 2026 Deadline?
The transitional deadline is 31 December 2026. A company that is below the applicable statutory minimum should not wait until the final weeks of December to begin collecting documents and arranging shareholder approvals.
The process may require a capital-increase resolution, amendment text for the articles of association, funding arrangements, signatures, notarisation or certification, a trade registry filing and publication or other completion steps. The date on which the company starts preparing is not the same as the date on which the capital increase is legally completed.
Foreign shareholders should also allow time for corporate approvals abroad, powers of attorney, apostille or other certification and Turkish translations. The required documents depend on where the shareholder is incorporated and who will sign or vote in Türkiye.
What Happens If the Company Misses the Deadline?
Under Provisional Article 15 of the Turkish Commercial Code, a limited or joint-stock company that remains below the applicable minimum after the deadline is deemed dissolved. Dissolution should not be confused with the company being instantly deleted from the trade registry, but it is a significant legal consequence that can affect the company's ability to continue its corporate life.
The law also provides a special voting rule for general meetings held to raise capital to the statutory minimum. No meeting quorum is required, and the decision is taken by a majority of the votes present. The company must still follow the applicable meeting, decision, amendment and registration procedures.
Do not treat the special voting rule as a waiver of documentation. The company should confirm the correct meeting notice, agenda, attendance record, resolution, amended articles and registry application for its company type and circumstances.
What Does a Foreign Shareholder Need to Prepare?
The documents depend on the company structure, the shareholder arrangement and the method of increase. A practical review usually starts with:
- Current corporate records: trade registry extract, articles of association and registered capital information.
- Capital history: earlier capital decisions, subscription commitments, payment status and any pending registration.
- Financial information: latest accounts and cash-flow information reviewed with the company's accountant.
- Authority documents: identity and signing authority of the people who will sign or vote for a shareholder based abroad.
- Funding plan: the proposed source, timing and form of the capital increase, including any non-cash contribution issues.
A foreign corporate shareholder may need evidence of its registration and signatory authority. If someone will act on its behalf in Türkiye, a power of attorney may be required. Certification and Turkish translation requirements depend on the documents and the countries where they are issued.
Where the shareholder is considering a broader restructuring, the company should also review its corporate governance arrangements and shareholder rights before adopting the resolution.
What Is the Turkish Capital Increase Process?
Although the exact filing depends on the company type and transaction, a typical process may include:
- Confirm the current registered capital and whether the statutory minimum applies.
- Review unpaid commitments, accounts, existing rights and any regulated-sector approval.
- Choose the increase method and determine the required funding or contribution.
- Prepare the general-meeting or shareholders' resolution and articles amendment.
- Arrange foreign shareholder approvals, powers of attorney, certification, apostille and Turkish translations where needed.
- Complete the required signatures and corporate records.
- File the capital increase with the competent trade registry and complete registration and publication steps.
- Update the company records, bank and accounting files and shareholder documentation.
The company should coordinate the legal workstream with its accountant. The legal documents establish the corporate decision and registration route, while the accountant helps assess the financial records, unpaid commitments and accounting treatment.
For background on choosing between a Turkish limited liability company and a joint-stock company, see our LLC or joint-stock company guide. Existing limited companies can also review the Turkish limited liability company guide for broader corporate requirements.
Do Regulated Businesses Have Different Requirements?
Yes. The TRY 50,000 and TRY 250,000 amounts are general minimums. Banks, financial leasing companies, factoring companies, consumer-finance and card-service companies, asset-management companies, insurers, capital-markets companies and other regulated or permission-based businesses may be subject to additional capital thresholds, approvals or Ministry requirements.
The company's sector, licence, ownership structure and activities should therefore be identified before relying on the general minimums. A capital increase that is sufficient for an ordinary trading subsidiary may not satisfy a regulated business's separate rules.
Can the Foreign Shareholder Act Through a Representative?
Often, yes, if the representative has the authority required for the relevant corporate act. The foreign shareholder should identify who will sign, who will attend or vote, whether a board or shareholder resolution is required abroad and whether a power of attorney can cover the Turkish process.
Foreign corporate documents may need a current registry extract, certificate of incumbency or equivalent evidence of authority. Depending on the issuing country and document, notarisation, apostille, consular legalisation and Turkish translation may be required.
These formalities are practical reasons to begin the review before December. A legally correct capital-increase decision may still be delayed if the shareholder authority documents are incomplete or cannot be used in the Turkish registry filing.
Turkish Subsidiary Capital Increase Checklist
- Obtain the registry record. Confirm the registered capital, company type, capital system and current status.
- Compare the minimum. Check TRY 50,000 for a limited company and TRY 250,000 for a joint-stock company, subject to sector-specific rules.
- Check the special JSC rule. If the company uses the registered capital system, test the TRY 500,000 initial and issued-capital requirement.
- Review capital history. Identify unpaid commitments, earlier resolutions and pending registrations.
- Confirm the funding route. Coordinate the proposed increase with the accountant and shareholders.
- Prepare foreign-authority documents. Arrange resolutions, powers of attorney, certification and Turkish translations.
- Prepare the corporate decision. Draft the resolution and amendment text for the company's type and voting structure.
- Complete registry steps. File, register, publish and update the corporate and accounting records as required.
- Keep the deadline visible. Work backwards from 31 December 2026 and allow time for corrections or registry requests.
Frequently Asked Questions (FAQs)
Does every Turkish subsidiary need a capital increase by 31 December 2026?
No. The transitional rule generally concerns limited and joint-stock companies below the applicable legal minimum. A company already at or above the minimum generally does not need an increase under this rule.
What is the minimum capital for a Turkish limited liability company?
The general minimum registered capital is TRY 50,000.
What is the minimum capital for a Turkish joint-stock company?
The general minimum registered capital is TRY 250,000.
What happens if the company misses the deadline?
A company that remains below the applicable minimum after 31 December 2026 is deemed dissolved under Provisional Article 15 of the Turkish Commercial Code. This is not the same as immediate deletion from the trade registry.
Does the bank balance determine whether capital must be increased?
No. The starting point is registered capital in the trade registry and articles of association, not bank balance or turnover.
What is the special registered-capital-system rule?
A non-public joint-stock company with issued capital of at least TRY 250,000 that does not raise both initial and issued capital to TRY 500,000 is deemed to have left that system.
Can a foreign shareholder act through a representative?
Yes, where the representative has the necessary authority. A power of attorney and certified or translated corporate documents may be required.
Must the full capital difference be paid immediately?
Not necessarily. Earlier unpaid commitments, company accounts, the increase method and applicable corporate rules must be assessed before deciding what is payable and when.
Do regulated companies have different capital rules?
Yes. Regulated sectors may have additional minimums, approvals and capital requirements beyond the general amounts.
What should a foreign shareholder do first?
Obtain the current registry record and articles, review capital history and financial information, and identify who will approve and register the increase in Türkiye.
Key Takeaway for Foreign Shareholders
The first question is not whether the Turkish subsidiary was established years ago or whether it has money in its bank account. The first question is whether its registered capital is below the applicable statutory minimum today.
If the company is below the threshold, the foreign shareholder should start the registry, funding, authority and document review well before 31 December 2026. If the company is already above the minimum, the transitional capital-increase rule may not require action, although regulated-sector or other corporate obligations may still apply.
The correct answer comes from the company's actual trade registry, articles, capital history and financial records. This guide provides general information reviewed on 24 September 2026 and does not assess a particular subsidiary.
