Turkish Company Capital Compliance 2026: Jscs & Llcs, What to Do Now

Company capital compliance in Turkey has become the single most urgent corporate governance issue of 2026, driven by the convergence of Turkish Commercial Code (TCC) amendments raising minimum capital thresholds and the Industrial Registry Communiqué SGM 2026/4 imposing new reporting and registry obligations. Joint‑stock companies (JSCs) and limited liability companies (LLCs) that fail to bring their registered capital into line with the updated statutory minimums by 31 December 2026 face registry sanctions, potential dissolution proceedings, and personal director liability. This practitioner guide delivers the exact deadlines, calculation methodologies, step‑by‑step remediation pathways, and filing checklists that boards, CFOs, and in‑house counsel need to act on immediately.

Executive Summary & Key Actions

Before diving into the statutory detail, here are the critical facts every decision‑maker should know:

• Deadline. All affected companies must reach the new minimum capital thresholds by 31 December 2026.
• Who must act. Every Turkish JSC (anonim şirket) and LLC (limited şirket) whose current registered capital sits below the new minimums, plus any company already in a capital‑loss or over‑indebtedness position under TCC Article 376.
• New minimums. JSCs: TRY 250,000 (non‑public) or TRY 500,000 (registered‑capital‑system companies); LLCs: TRY 50,000, as set out in TCC Articles 332 and 580 and confirmed by SGM 2026/4.
• Immediate step 1. Convene a board meeting to commission an internal capital‑compliance audit and instruct your independent auditor.
• Immediate step 2. Calculate your capital‑loss ratio and over‑indebtedness position using the balance‑sheet methodology outlined below.
• Immediate step 3. Begin the capital increase or debt‑to‑equity conversion process through MERSIS and the relevant trade registry directorate.

Industry observers expect that companies delaying action beyond Q3 2026 will face bottlenecks at both audit firms and the trade registry, making early compliance not just legally prudent but operationally essential.

1. Legal Background: 2026 Turkish Commercial Code Amendments & Industrial Registry Communiqué SGM 2026/4

The Turkish company capital compliance framework for 2026 rests on two interconnected legislative pillars. First, amendments to Law No. 6102 (the Turkish Commercial Code) updated the minimum capital requirements originally set when the TCC entered into force in 2012. Second, the Ministry of Trade issued Industrial Registry Communiqué SGM 2026/4, published in the Official Gazette (Resmî Gazete), which operationalised these changes by specifying exactly what trade registries must now verify and record when processing company filings.

Key Statutory Provisions

• TCC Article 332. Sets the minimum capital requirement for joint‑stock companies. The 2026 amendments raised the floor from TRY 50,000 to TRY 250,000 for standard JSCs and from TRY 100,000 to TRY 500,000 for JSCs operating under the registered capital system.
• TCC Article 580. Sets the minimum capital for limited liability companies. The new threshold is TRY 50,000, up from TRY 10,000.
• TCC Article 376. Governs the obligations of boards when a company suffers capital loss or over‑indebtedness. The 2026 amendments extended facilitation measures (originally introduced as temporary COVID‑era reliefs) and codified a structured remediation timeline that boards must follow.
• TCC Article 375. Establishes the non‑delegable duties of the board of directors, including the duty to monitor and respond to capital adequacy issues.

What SGM 2026/4 Requires Registries to Record

The Industrial Registry Communiqué SGM 2026/4 introduced several procedural requirements that go beyond the previous regime:

• Capital adequacy confirmation. Trade registries must now verify that a company’s registered capital meets the updated minimums at the point of any new filing, whether for an amendment to the articles of association, a change of directors, or a branch registration.
• Documentary evidence. Companies must attach an independent auditor’s capital adequacy report or a sworn financial advisor’s (SMMM/YMM) confirmation letter when filing capital‑related changes.
• Transitional grace period. Companies incorporated before the effective date of SGM 2026/4 are given until 31 December 2026 to bring their capital into compliance, after which the registry may refuse to process unrelated filings until the capital shortfall is remedied.
• Flagging system. Registries are instructed to flag non‑compliant companies in the MERSIS system, creating a visible compliance marker that third parties (including banks and counterparties) can potentially access.

2. Who Must Act: Company Capital Compliance in Turkey by Entity Type

Not every commercial entity in Turkey is affected equally. The scope of the Turkish commercial code amendments depends on entity type, incorporation date, and whether the company operates under the registered capital system. The following table summarises the key distinctions for joint stock company compliance and LLC capital compliance.

Public vs Non‑Public JSCs

Publicly traded JSCs listed on Borsa İstanbul are additionally subject to Capital Markets Board (SPK) regulations. While the TCC minimum applies, SPK‑regulated companies typically already exceed TRY 250,000 by orders of magnitude. The practical impact falls overwhelmingly on small‑ and medium‑sized non‑public JSCs, many of which were incorporated at the previous TRY 50,000 floor and have not amended their articles of association since.

LLC (LTD) Specifics

LLCs face a fivefold increase from TRY 10,000 to TRY 50,000, significant for micro‑enterprises, sole‑proprietor conversions, and dormant vehicles. Because LLC capital increases require a shareholders’ resolution (not merely a board decision), early engagement with minority shareholders is critical, particularly where shareholder disputes exist or where shareholders are based abroad.

3. How to Determine Capital Loss and Over‑Indebtedness Under the 2026 Rules

Meeting the new minimum is only part of the Turkish company capital compliance picture. Companies must also assess whether they are in a capital‑loss or over‑indebtedness position under TCC Article 376, which triggers mandatory board actions regardless of the nominal capital figure.

Formula for Capital Loss

Capital loss under Article 376 is determined by comparing equity to registered capital on the company’s most recent balance sheet:

• Step 1. Obtain the company’s latest audited or interim balance sheet.
• Step 2. Calculate total equity: share capital + capital reserves + profit reserves + retained earnings (or accumulated losses).
• Step 3. Compare total equity to one‑half and one‑third of the registered share capital.
• Step 4. Classify the result:
  • If equity has fallen below one‑half of registered capital → the board must convene a general assembly and propose remedial measures (Art. 376/1).
  • If equity has fallen below one‑third of registered capital → the general assembly must either resolve to top up capital, reduce and re‑increase capital, or dissolve the company (Art. 376/2).

Over‑Indebtedness Test

Over‑indebtedness (borca batıklık) is a separate but related assessment under TCC Article 376/3. A company is over‑indebted when its liabilities exceed its assets at both going‑concern and liquidation values. The board must:

• Prepare two interim balance sheets, one at going‑concern value and one at estimated liquidation value.
• If both show liabilities exceeding assets, the board must notify the competent commercial court and request either a postponement of bankruptcy or commencement of insolvency proceedings.
• The 2026 Turkish commercial code amendments extended the facilitation measures under which shareholder subordination agreements (where shareholders agree to subordinate their receivables to third‑party creditors) can defer the obligation to notify the court.

Worked Example: JSC and LLC

JSC example. ABC Anonim Şirketi has registered capital of TRY 250,000 (already at the new minimum). Its latest balance sheet shows accumulated losses of TRY 180,000 against capital reserves of TRY 5,000 and profit reserves of TRY 0. Total equity = TRY 250,000 − TRY 180,000 + TRY 5,000 = TRY 75,000. One‑third of registered capital = TRY 83,333. Because equity (TRY 75,000) is below one‑third, the general assembly must convene under Article 376/2 and choose between capital remediation or dissolution.

LLC example. XYZ Limited Şirketi has registered capital of TRY 10,000 (below the new TRY 50,000 minimum) and total equity of TRY 8,000. This company faces a dual compliance gap: it must (a) increase registered capital to at least TRY 50,000 to meet the statutory minimum, and (b) address its capital erosion, since equity of TRY 8,000 is already below one‑half of the current TRY 10,000 registered capital.

4. Remediation Options: Immediate Actions for Boards & CFOs

Once the capital‑compliance audit reveals a shortfall, boards have several remediation pathways. The right choice depends on the company’s financial position, shareholder willingness, and timeline constraints. Below are the principal options for achieving company capital compliance in Turkey before the year‑end deadline.

Capital Increase, Step by Step

A capital increase is the most common remediation route. The process for effecting a capital increase in Turkey follows these stages:

1. Board resolution. The board of directors resolves to propose the increase to the general assembly (or, for registered‑capital‑system JSCs, resolves the increase directly if within the authorised ceiling).
2. Independent auditor or financial advisor report. An SMMM or YMM prepares a report confirming the adequacy of the proposed new capital and verifying that the previous capital has been fully paid in.
3. Draft articles amendment. The relevant article of the articles of association reflecting the new capital figure is drafted.
4. General assembly resolution. Shareholders approve the capital increase and the articles amendment by the required majority (simple majority for JSCs; three‑quarters for LLCs unless the articles specify otherwise).
5. Capital deposit. New capital contributions are deposited into the company’s blocked bank account at a Turkish bank. The bank issues a capital deposit confirmation letter.
6. MERSIS filing. The company files the capital increase application through the MERSIS electronic registry system, attaching all required documents.
7. Trade registry announcement. Once approved, the trade registry publishes the amendment in the Turkish Trade Registry Gazette (Türkiye Ticaret Sicili Gazetesi).

The typical timeline from board resolution to registry announcement is four to eight weeks, assuming no documentation deficiencies. Early indications suggest that registry processing times may lengthen as the 31 December 2026 deadline approaches.

Debt‑to‑Equity Conversions

Where shareholders have outstanding loans to the company, converting these into equity can achieve dual benefits: reducing liabilities and increasing registered capital simultaneously. The process requires:

• A shareholder resolution approving the conversion and waiving preferential subscription rights (if applicable).
• An independent auditor’s confirmation that the receivable is genuine, due, and collectible.
• An amendment to the articles of association reflecting the new capital and share structure.
• Careful tax analysis, Turkey’s thin capitalisation rules under the Corporate Tax Law may apply, and the conversion may trigger withholding tax implications.

Restructuring and Insolvency‑Avoidance Options

For companies where neither a fresh capital injection nor a debt conversion is feasible:

• Capital reduction and simultaneous increase. The company first reduces capital to reflect actual equity, then immediately increases it to the new statutory minimum. This “accordion” method requires a creditor notice period and court involvement under TCC Article 473 et seq.
• Shareholder subordination agreements. Under the extended Article 376 facilitation rules, shareholders can subordinate their receivables from the company to the claims of third‑party creditors, which can defer the over‑indebtedness notification obligation.
• Concordat (konkordato) application. As a last resort, companies may apply for concordat proceedings under TCC and the Enforcement and Bankruptcy Law to restructure debts under court supervision.

5. Registry & Procedural Checklist: Filings, Timelines & Evidence for SGM 2026/4

The industrial registry communiqué SGM 2026/4 has tightened documentation standards at trade registries. The following checklist covers the documents companies must prepare and file.

Documents to Attach to the Registry Application

• Notarised general assembly or shareholders’ resolution minutes approving the capital increase.
• Amended and restated articles of association (or amendment text) reflecting the new capital figure.
• Independent auditor’s or sworn financial advisor’s (SMMM/YMM) report confirming that previous capital was fully paid in and that the new capital is adequate.
• Bank capital deposit confirmation letter (bloke mektubu) from a Turkish bank.
• Updated shareholder list (pay defteri) showing new share allocations.
• Board of directors’ declaration on compliance with TCC Article 376 (confirming no capital‑loss or over‑indebtedness position, or detailing the remediation measures taken).
• MERSIS application form (completed electronically via the MERSIS portal).
• Chamber of commerce registration fees payment receipt.

Auditor and Accountant Role

Under SGM 2026/4, the independent auditor’s role has been strengthened. For capital increases above certain thresholds, an independent audit firm (rather than a solo SMMM) may be required to issue the capital adequacy report. Companies should confirm with their trade registry directorate whether a full audit report or a SMMM/YMM confirmation letter suffices for their particular filing. The likely practical effect of the new Communiqué is that registries will reject filings that lack the correct level of professional verification, creating additional delays for unprepared companies.

6. Reporting, Board Governance & Shareholder Obligations

Turkish company capital compliance is not merely a filing exercise, it imposes substantive governance obligations on boards of directors and shareholders.

What to Include in the Board Pack

• Capital‑compliance status memo. A concise summary of the company’s current registered capital, total equity, and capital‑loss ratio, together with a recommendation on the preferred remediation route.
• Draft board resolution. Language should reference the specific TCC articles triggering the action (Art. 332 or 580 for minimum capital; Art. 376 for capital loss), propose the remediation method, and authorise management to instruct the auditor and prepare registry filings.
• Shareholder notice. For JSCs, the board must call a general assembly with at least 15 days’ notice (or the period specified in the articles). For LLCs, all shareholders must receive written notice and the resolution must meet the three‑quarters majority requirement under TCC Article 621 unless the articles provide otherwise.
• Creditor notice (if capital reduction is involved). Where the remediation involves an accordion capital reduction, creditors must be notified through three consecutive announcements in the Turkish Trade Registry Gazette, followed by a waiting period before the reduction can take effect.

7. Enforcement Risk: Penalties, Dissolution & Director Liability

The consequences of failing to achieve company capital compliance in Turkey by the deadline are material:

• Registry blocking. Under SGM 2026/4, trade registries may refuse to process any filings, including director changes, branch registrations, and articles amendments, until the capital shortfall is resolved. This can effectively freeze corporate operations.
• Compulsory dissolution. TCC Article 376/2 provides that if the general assembly fails to take remediation measures when equity falls below one‑third of capital, any stakeholder (including creditors) may petition the commercial court for dissolution.
• Director liability. Board members who fail to convene the general assembly or notify the court in an over‑indebtedness scenario face personal liability for damages under TCC Article 553. This liability extends to actual damages suffered by creditors and shareholders.
• Tax penalties. If a capital increase involves revaluation of assets or debt conversion, failure to comply with the relevant Corporate Tax Law provisions may result in additional tax assessments and penalties from the Revenue Administration (GİB).

Industry observers expect enforcement activity to increase in Q1 2027 as trade registries begin systematic audits of company capital records flagged in MERSIS.

8. Executive Checklist

The following one‑page checklist summarises the actions, responsible parties, and deadlines for achieving Turkish company capital compliance before year‑end.

Sources

1. Republic of Türkiye, Mevzuat / Turkish Commercial Code (Law No. 6102)
2. Official Gazette (Resmî Gazete), Industrial Registry Communiqué SGM 2026/4
3. Ministry of Trade / Industrial Registry Guidance
4. Invest in Türkiye, Establishing a Business
5. Oznur & Partners, Turkish Company Capital Compliance 2026
6. Mondaq, Deadline For Compliance With Minimum Capital Requirement
7. Companixa, Capital Increase Procedure for Turkish Companies
8. Practical Law (Thomson Reuters), Doing Business in Türkiye
9. CBCLaw, Capital Reduction in Türkiye
10. VergiNet, Tax Advisory (Thin Capitalisation Rules)