Read this part first
On 1 January 2024 Türkiye raised the minimum share capital for new companies: TRY 50,000 for a limited liability company and TRY 250,000 for a joint-stock company. When the change was announced, existing companies were told it did not apply to them.
That position was superseded. A law published on 29 May 2024 added a transitional provision to the Commercial Code requiring companies below the new minimums to raise their capital by 31 December 2026. A company that does not is deemed dissolved by operation of law.
This is not a fine. It is dissolution.
If your Turkish entity was incorporated with TRY 10,000 of capital — which was the limited company minimum for years, and is what a great many foreign-owned subsidiaries were set up with — you are in scope. Check the figure on your trade registry record, not your memory of it.
Increases
Capital is increased for reasons other than a deadline: to fund the entity without a shareholder loan, to meet the paid-in capital threshold for a work permit application, to repair a balance sheet where accumulated losses have eaten the capital, or to bring in a new shareholder.
The route matters. A cash increase requires the subscribed amount to be handled in a particular way and evidenced; capitalising retained earnings or a shareholder receivable avoids a cash movement but has its own conditions and, in some cases, requires a sworn accountant's report. Converting a shareholder loan into capital is common in foreign-owned groups and needs to be structured before it is booked, not explained afterwards.
We advise which route fits, prepare the resolutions and the registry file, handle the trade registry process, and make the accounting entries agree with the registered position — a difference between the two is one of the first things picked up in an inspection.
Reductions
Less common and more procedural. A reduction is used to return capital that is no longer needed, or to write off accumulated losses so the balance sheet reflects reality. It requires a creditor protection process and, where losses are being written off, careful sequencing against the Commercial Code provisions on loss of capital.
Loss of capital
A separate and more urgent situation: where accumulated losses have consumed a defined proportion of capital and reserves, the Commercial Code obliges the directors to act — to call a meeting, and to put remedial measures to the shareholders. Foreign-owned subsidiaries reach these thresholds more often than their parents expect, because start-up losses are funded by intercompany loans that do not repair the capital position.
We flag it when your own accounts reach the threshold, which is a reason to have the people who prepare the accounts watching for it.