INFORMATION NOTE ON MINIMUM CAPITAL REQUIREMENTS FOR COMPANIES

In this document, information is provided regarding the minimum capital requirements of certain types of companies as determined by Presidential Decree No. 7887 (“Decree”) published on 25 November 2023, as well as the implications for companies whose capital falls below these thresholds.

Pursuant to the aforementioned Decree, the minimum capital requirements for commercial companies have been increased to the following amountsr:

• TRY 250,000 for joint stock companies (anonim şirket),
• TRY 50,000 for limited liability companies (limited şirket),
• TRY 500,000 for non-public joint stock companies that have adopted the registered capital system (kayıtlı sermaye sistemini kabul eden halka açık olmayan anonim şirket).

On 30 November 2023, the Ministry of Trade published an announcement on its official website stating that, pursuant to the aforementioned Decree, the new minimum capital requirements would apply to newly established joint stock and limited liability companies as of 1 January 2024. However, with the subsequent regulation set forth below, this approach was revised, and it has been stipulated that companies which do not increase their capital to the prescribed minimum thresholds by 31 December 2026 shall be deemed dissolved.

A provisional Article 15 has been introduced to the Turkish Commercial Code No. 6102 regarding companies whose current capital is below the minimum capital requirement. The relevant provision is as follows:

• Joint stock and limited liability companies whose capital is below the minimum thresholds must increase their capital to the prescribed minimum amounts by 31 December 2026. Otherwise, they shall be deemed dissolved. 
• Non-public joint stock companies that have adopted the registered capital system and whose issued capital is at least two hundred fifty thousand Turkish lira shall be deemed to have exited the registered capital system if they do not increase their initial and issued capital to five hundred thousand Turkish lira by the said date.
• No meeting quorum shall be required for general assembly meetings to be held for the purpose of increasing the capital to at least the prescribed minimum amounts; resolutions shall be adopted by a majority of the votes present at the meeting, and no privileges may be exercised against such resolutions.
• The Ministry of Trade may extend the aforementioned deadline (31/12/2026) up to two times, each extension being for a maximum of one year.

In light of the foregoing explanations, companies whose capital falls below the prescribed minimum thresholds are required to increase their current capital to at least the minimum amount, as there is a risk that such companies may be deemed dissolved as of 31 December 2026.