If you registered a Turkish company before 2024, it may be dissolved on 1 January 2027.

What changed

On 25 November 2023 a Presidential Decision raised the minimum share capital for Turkish companies with effect from 1 January 2024.

For a limited şirket, the floor went from 10,000 lira to 50,000 lira. For an anonim şirket, from 50,000 to 250,000 lira. Non-public anonim şirketler under the registered capital system now need an initial capital of 500,000 lira.

New companies formed from January 2024 onward simply incorporate at the new figures. The question is what happens to everyone who incorporated earlier.

The deadline

In May 2024 a second piece of legislation answered that. It added a provisional article to the Turkish Commercial Code giving existing companies a transition period: raise your capital to the new floor by 31 December 2026.

The consequence for missing it is not a penalty. The statute says that companies which fail to comply "are deemed dissolved" — and, in the wording that matters, without any further action being required. No warning letter. No registry decision. No court order. The company's dissolution happens by operation of law on the day the deadline passes.

After that, the trade registry will not accept any filing from the company other than entry into liquidation and eventual strike-off. The legal personality survives only long enough to be wound up.

Why this catches foreign owners in particular

Because almost all of them incorporated at exactly the old minimum.

If you set up a Turkish limited company between 2012 and 2023 — to trade, to hold property, to support a work permit application, or simply because someone advised it as a route to a residence permit — the capital figure in your articles is very probably 10,000 lira. That was the legal minimum, there was no reason to declare more, and every accountant in Istanbul set companies up at that number.

Which means the gap you need to close is 40,000 lira. Not a large sum. But it has to be done, it has to be filed, and the deadline is a hard date.

There is a second reason this catches foreign owners: many of these companies are dormant. They were formed for a purpose that has passed, they file nil returns, and nobody is watching the registry announcements. A dormant company is exactly the kind that reaches 31 December 2026 without anyone noticing, and a dissolved company is a considerably worse problem than a dormant one.

Could the deadline move?

It could. The Ministry of Trade was given the power to extend the period twice, by one year each time.

As of today it has not used that power. Ministry communications and chamber of commerce announcements through mid-2026 continue to state 31 December 2026 as the operative date. Nothing has been published extending it.

We would not plan around an extension that does not exist. If one is issued late in the year, you will have lost nothing by complying early. If it is not, and you waited, the company is gone.

How to comply

The increase is a shareholders' resolution followed by a registry filing. For a small company with its paperwork in order it is a matter of days, not months.

Three things make it easier than people expect.

You may not need to put in cash. Capital can be raised from internal resources — retained earnings, reserves, revaluation funds — or by converting a shareholder's existing receivable from the company into capital. A company sitting on 40,000 lira of accumulated profit can reach the threshold without any new money changing hands.

The meeting rules are relaxed for this specific increase. The law suspends the usual quorum requirement for a general assembly convened to raise capital to the statutory minimum. Decisions are taken by a majority of the votes present, and privileged shares cannot be used to block them. A shareholder who is absent or uncooperative cannot stall it.

The cost is small. Notary and registry fees, the Official Gazette publication, the Competition Authority share — which is 0.04 per cent of capital, so 20 lira on a 50,000 lira company — and your accountant's fee.

What to do this week

Check your capital figure. It is in your articles of association and on your trade registry record. If it says 10,000 — or anything under 50,000 for a limited company, or under 250,000 for an anonim şirket — you are in scope.

Ask your accountant whether internal resources will cover it. If the company has retained earnings or shareholder loans on its books, the increase may cost you nothing but paperwork.

File it before December. The registries and notaries will be busy in the final weeks, and this is not a deadline where being one day late is survivable.

If the company no longer serves a purpose, close it properly. Abandoning a Turkish company does not make it go away — obligations, accountant's fees and social security contributions keep accruing, and unpaid tax and social security debts can be pursued against the managers personally. Formal liquidation takes months and includes a mandatory creditor waiting period, so if that is the decision, it needs starting now rather than in December.

While you are looking at this

If you are checking a company you set up years ago, two other things have almost certainly changed since.

Every capital company must now be enrolled in the electronic tax notification system, with a registered electronic mail address; official notices are served there, and a company that is not enrolled can be served without ever seeing it. And companies registered from January 2026 must keep their share ledger and general assembly ledger in the Ministry of Trade's electronic system rather than on paper.

Neither of these is optional, and neither existed when most of these companies were formed.

Where we stand

PERGAS is a property and asset management firm. Company formation and maintenance sit within our asset management work because clients hold Turkish assets through Turkish structures — but we are not a law firm and we are not tax advisers. The filing itself is done by your accountant, and where the position is contested you should be talking to a Turkish lawyer.

What we can tell you is that this deadline is real, that it is close, and that the remedy is cheap compared to the consequence. If you hold a Turkish company through us and are unsure of its capital position, ask and we will check the registry record for you.