Existing joint stock and limited liability companies must raise their capital to the statutory minimum amounts by 31 December 2026, failing which they will be deemed dissolved.
1) Requirement for all joint stock and limited liability companies to raise their minimum capital to the amounts prescribed by law:
For companies newly established from 1 January 2024, the minimum capital amounts have been raised as follows:
- for joint stock companies, from TRY 50,000 to TRY 250,000,
- for non-public joint stock companies that have adopted the registered capital system, from TRY 100,000 to TRY 500,000,
- for limited liability companies, from TRY 10,000 to TRY 50,000.
No obligation to increase capital had been imposed on existing companies established before 1 January 2024 whose capital fell below those amounts.
Article 17 of Law No. 7511 added temporary Article 15 to Turkish Commercial Code No. 6102, providing that companies registered with the trade registry before 1 January 2024, namely:
- joint stock companies with capital below TRY 250,000, and
- limited liability companies with capital below TRY 50,000,
must raise their capital to the amounts prescribed by law by 31 December 2026, failing which they will be deemed dissolved.
- Non-public joint stock companies that have adopted the registered capital system with issued capital of at least TRY 250,000 will be deemed to have left that system (and to be subject to the basic capital system) if they do not raise their initial capital and issued capital to TRY 500,000 by 31 December 2026.
The second paragraph of the same article provides that resolutions at the general assembly convened to raise the capital to the amounts prescribed by law may be adopted by a majority of the votes present at the meeting, without any requirement for a particular proportion or number of shareholders to be present, and that no privilege may be exercised against those resolutions.
2) Provisions on the duties and powers of the board of directors
As a result of the provisions made by Articles 13, 14 and 15 of Law No. 7511, in Turkish Commercial Code No. 6102:
- in the first paragraph of Article 366, entitled “Allocation of duties”,
the expression “The board of directors shall each year, from among its members” has been replaced with “The board of directors shall, from among its members”.
- subparagraph 1(d) of Article 375, entitled “Non-delegable duties and powers”,
has been amended to read “The appointment and removal of managers and persons holding the same function, excluding branch managers.”
- the following sentences have been added to the seventh paragraph of Article 392, entitled “Right to obtain information and to examine”:
“If the request is approved, the meeting shall be convened by the chair of the board of directors. However, upon the written request of a majority of the members of the board of directors, the chair of the board must convene the board to meet no later than thirty days from the date on which the request reaches the chair. Where the board is not convened within that period, or where the chair or deputy chair cannot be reached, the meeting may be convened directly by those making the request. The first paragraph of Article 390 shall apply to the meeting and decision quorums at meetings convened on such a request. A different procedure for convening the board of directors may be specified in the articles of association.”