FCHAIN Turkey Office informs: The Turkish Commercial Code for anonymous and limited companies was increased

According to the Presidential Decree dated 25.11.2023, as of 01.01.2024, the minimum capital amounts regulated in the Turkish Commercial Code for anonymous and limited companies was increased to:

• 250,000 Turkish Liras for anonymous companies, up from 50,000 Turkish Liras,
• 50,000 Turkish Liras for limited companies, up from 10,000 Turkish Liras.

For non-public anonymous companies adopting the registered capital system, it was decided that the initial capital could not be less than 500,000 TL (it was 100,000 TL before the change).

In the Ministry of Trade Announcement published on this matter, it was stated that these amounts would be applicable for newly established anonymous and limited companies as of 01.01.2024.

This time, in order to ensure uniform application in the implementation of the said Decree at the Trade Registry Directorates, the procedures to be carried out in registration transactions from 01.01.2024 onwards, according to the likely situations to be encountered, were clarified by the Announcement of the Ministry of Trade, Directorate General of Domestic Trade.

Accordingly:

• The minimum capital amount in newly established anonymous companies should not be less than 250,000 TL, and in limited companies, it should not be less than 50,000 TL,
• In registration procedures for capital increase decisions, the capital should not be less than the new minimum capital amounts,
• In registration procedures for partial divisions, if capital reduction is made, measures should be taken to ensure that the capital of the divided company is not decreased below the new minimum capital amount,
• In registration procedures for change of type, the capital of the new type should be processed so as not to be less than the new minimum capital amount,
• In calculations related to the loss of the company’s capital and legal reserves within the scope of Article 376 of the Law, the registered capital of the company should be taken as basis, and in cases where measures need to be taken, transactions should be carried out within the framework of the explanations provided in this circular,
• It has been stated that capital increase registration requests should not be met until there is a clear court decision allowing capital increase for companies considered dissolved due to non-adjustment of capital due to lack of capital adjustment, as per Article 20 of the Law on the Application and Enforcement of the Turkish Commercial Code and temporary Article 10 of the Turkish Commercial Code.