Capital increase of a Turkish Ltd. Şti.: resolution, payment, registry filing and the 50,000 TL minimum
A capital increase (sermaye artırımı) is one of the most common changes a Turkish limited company makes: to reach the new statutory minimum, to meet work-permit criteria or simply to fund the business. This guide explains the general assembly resolution and quorum, how the capital is paid and certified, the MERSİS filing and gazette announcement, and what a foreign shareholder should keep in its document trail. Status checked on 13 November 2026.
Minimum capital: 50,000 TL and the extended deadline
Presidential Decision No. 7887 raised the minimum share capital of a limited company (Ltd. Şti.) from 10,000 TL to 50,000 TL from 1 January 2024. Provisional Article 15 of the Turkish Commercial Code No. 6102, added by Law No. 7511, required older companies below that amount to raise their capital by 31 December 2026, failing which they are deemed dissolved (infisah).
The same article lets the Ministry of Trade extend the period by one year, at most twice. A Ministry communiqué published in the Official Gazette No. 33403 of 17 October 2026 extended it to 31 December 2027. The communiqué sets no new minimum amount.
- Check the capital shown in the latest trade registry record.
- If it is below 50,000 TL, plan the increase well before the end of 2027.
- Under Provisional Article 15(2), a meeting held for this purpose needs no attendance quorum and decides by a majority of the votes present.
General assembly resolution, quorum and pre-emption rights
A capital increase amends the articles of association (şirket sözleşmesi), so the general assembly of shareholders decides it. Article 589 allows an amendment by shareholders representing two thirds of the capital, subject to Article 621. The Istanbul Chamber of Commerce summarises Article 621 for a capital increase as at least two thirds of the votes represented plus an absolute majority of all voting capital, unless the articles set a higher threshold.
Article 590 applies the formation rules to the increase, including those on contributions in kind. Article 591 gives each shareholder the right to join the increase in proportion to its stake, unless the articles or the resolution provide otherwise.
- Pre-emption may be restricted or removed only for just cause, with the Article 621 quorum.
- Shareholders get at least fifteen days to exercise it.
- The amended article is usually drafted as an “old text / new text” comparison.
Paying in the capital, accountant report and MERSİS filing
The way the increase is funded decides the documents. For a cash or commitment increase the registry asks for a report by a certified accountant (SMMM) or sworn accountant (YMM) confirming that the existing capital is fully paid and not lost. An increase from internal resources needs a managers’ declaration and the approved balance sheet instead; a contribution in kind needs a court-appointed expert valuation.
- Hold the general assembly and sign the resolution and the amended text.
- Enter the new capital and each shareholder’s portion in MERSİS.
- Pay the Competition Authority share of four per ten thousand of the increased portion; without the receipt the registry does not register.
- File with the registry within the fifteen-day period of Article 33 of the Trade Registry Regulation.
- After registration the amendment is announced in the Trade Registry Gazette.
Pay cash into the company’s own bank account so the receipt shows who paid and why.
Contribution from a foreign shareholder: transfer and paper trail
A foreign shareholder, whether a person or a company, usually pays its portion by an incoming international transfer to the Ltd’s account. The payment description should name the company, the shareholder and the purpose, for example “capital increase contribution”, and the amount should match that shareholder’s portion in the resolution. The receiving bank may still ask for the resolution, the registry record and the source of funds.
If the shareholder signs the resolution or a power of attorney abroad, Article 32(2) of the Trade Registry Regulation requires an apostille or Turkish consular certification and a notarised Turkish translation.
- Keep the SWIFT message, the account statement and the resolution together.
- Within one month of the increase, update the shareholder list in the Ministry’s E-TUYS system (Implementing Regulation of Law No. 4875, Article 5).
- Within one month of payment, complete the EK-2 capital information form there.
Work-permit capital criteria, banks and cost items
The Ministry of Labour publishes its work-permit evaluation criteria on csgb.gov.tr. They refer to paid-up (ödenmiş) capital, so an amount only committed in the resolution helps once it is paid and shown in the records. Banks read the same registry record, and some ask for higher capital before granting credit lines; that is bank policy, not law.
| Case | Criterion on csgb.gov.tr |
|---|---|
| New workplace | Paid-up capital of at least 500,000 TL |
| Operating workplace | 500,000 TL paid-up capital, or 8,000,000 TL net sales, or 150,000 USD exports |
| Foreign partner | Capital of at least 500,000 TL and a stake of at least 20% |
| Partner with 100,000 USD or more | The two partner criteria above do not apply |
Budget for the notary, the SMMM or YMM report, the Competition Authority share, registry and gazette charges, translations and bank fees.
Sources
- muhasebetr.com — Ministry of Trade communiqué extending the minimum-capital period to 31.12.2027, Resmî Gazete No. 33403 of 17.10.2026 (resmigazete.gov.tr blocks automated access, so this copy was used)
- ismmmo.org.tr — Istanbul Chamber of Certified Accountants: Law No. 7511 adding Provisional Article 15 to the Commercial Code
- ticaret.gov.tr — Ministry of Trade FAQ on companies: Ltd minimum capital under Presidential Decision No. 7887
- muhasebenews.com — text of Commercial Code No. 6102, Articles 589-591 (amendment, capital increase, pre-emption)
- ito.org.tr — Istanbul Chamber of Commerce, trade registry: quorums for Ltd resolutions under Articles 589 and 621
- rekabet.gov.tr — Competition Authority Communiqué No. 2017/4 as amended: share payable on capital increases
- alomaliye.com — summary of Trade Registry Regulation cases requiring an SMMM or YMM report (2013 article)
- orgtr.org — consolidated Trade Registry Regulation: Article 32(2) foreign documents, Article 33 registration period
- csgb.gov.tr — Ministry of Labour: work-permit evaluation criteria (capital, sales, foreign partners)
- orgtr.org — consolidated Implementing Regulation of FDI Law No. 4875, Article 5 (E-TUYS reporting)
Questions
What is the minimum capital of a Ltd in Türkiye?
50,000 TL. Presidential Decision No. 7887 raised it from 10,000 TL with effect from 1 January 2024.
Is the deadline for existing companies still 31 December 2026?
No. A Ministry of Trade communiqué in Official Gazette No. 33403 of 17 October 2026 extended it to 31 December 2027. A company still below the minimum after that is deemed dissolved under Provisional Article 15.
What majority does the general assembly need?
Under Article 621, as summarised by the Istanbul Chamber of Commerce, two thirds of the votes represented and an absolute majority of all voting capital. For an increase to the new minimum, Provisional Article 15(2) needs only a majority of the votes present.
Does a foreign shareholder have to come to Türkiye?
Not necessarily. It can sign abroad or through a power of attorney, with an apostille or consular certification and a notarised Turkish translation, and pay by international transfer.
Does a capital increase help with a work permit?
It can. The criteria on csgb.gov.tr refer to paid-up capital, for example 500,000 TL for a new workplace. The Ministry assesses each application itself.