Capital Increase Procedure for Turkish Companies: 2026 Guide

Capital increase is one of the most critical corporate actions for Turkish companies seeking growth, regulatory compliance, or financial restructuring. Whether driven by expansion plans, investor entry, or statutory capital requirements, a properly executed capital increase enhances credibility and operational capacity. However, the procedure is strictly regulated under Turkish Commercial Law (TCC No. 6102) and differs depending on the company type.

As Finlexia Turkish Accounting Firm, a full-service company formation and corporate governance firm based in Istanbul, we have been advising domestic and foreign investors on Turkish corporate law since 2017.

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Our corporate lawyers team provides a clear, up-to-date, and practical overview of the capital increase procedure for Turkish companies in 2026, with a particular focus on compliance, timelines, and strategic considerations.

What Is a Capital Increase Under Turkish Law?

A capital increase refers to the process of raising a company’s registered or issued share capital by contributing new funds or converting internal resources into capital. Under the Turkish Commercial Code, capital increases must follow formal procedures designed to protect shareholders, creditors, and market integrity.

Capital increases may be required or preferred for several reasons, including:

• Meeting minimum capital thresholds
• Financing business expansion
• Attracting new investors or shareholders
• Improving balance sheet strength
• Complying with banking, licensing, or public tender requirements

Types of Capital Increase in Türkiye

Turkish law recognizes two principal forms of capital increase:

1. Cash Capital Increase

This is the most common method. Shareholders or new investors inject fresh cash into the company in exchange for newly issued shares. The contributed amount must be deposited into a blocked bank account before registration.

2. Capital Increase from Internal Resources

In this method, the company converts certain balance sheet items into capital, such as:

• Retained earnings
• Legal or discretionary reserves
• Revaluation funds (subject to tax rules)

This method does not require cash injection but must be supported by certified financial statements.

Capital Increase Legal Framework Under TCC

Navigating the corporate landscape in Türkiye requires a keen eye on regulatory shifts. As we approach 2026, one of the most significant legal obligations for businesses is the mandatory capital increase. At Finlexia Turkish Accounting Firm, we have been guiding international and local investors through the complexities of Turkish commercial law since 2017.

If you are operating a limited liability company or a joint-stock company in Türkiye, understanding the capital increase procedure is no longer just a strategic choice—it is a legal necessity for survival.

The 2026 Mandate: Why You Must Act Now

Recent amendments to the Turkish Commercial Code (TCC) have significantly raised the minimum capital thresholds. Existing companies that fail to meet these new requirements by December 31, 2026, face the severe penalty of automatic dissolution and liquidation.

Step 1: Board of Directors’ Resolution and Preparation

The procedure begins at the management level. The Board of Directors (for JSCs) or the Board of Managers (for LLCs) must draft a resolution to increase the capital. This resolution must outline:

• The amount of the increase.
• The source of the increase (cash, internal reserves, or in-kind assets).
• The intended amendment to the company’s Articles of Association.

Step 2: Financial Audit and Reports

Before a capital increase can be registered, you must prove that the existing capital is fully paid and that the company’s internal funds (if being used) actually exist.

• SMMM/YMM Report: A Certified Public Accountant (SMMM) or a Sworn-in Certified Public Accountant (YMM) must issue a report confirming that the previous capital has been paid in full and identifying the equity structure.
• Valuation for In-Kind Capital: If the increase involves assets other than cash (like real estate or intellectual property), a court-appointed expert must determine the value of these assets.

Step 3: Drafting the Amendment of Articles of Association

The capital clause in your company’s Articles of Association must be rewritten to reflect the new total capital and the value of each share. This draft must be prepared in accordance with the templates provided by the Central Registry System (MERSIS).

Step 4: The General Assembly Meeting

This is the most critical formal step. The shareholders must convene a General Assembly to approve the Board’s proposal.

• Quorum Requirements: For the mandatory “adaptation” increases to meet the 2026 minimums, the law has simplified the process. Resolutions can be taken by a simple majority of the votes present at the meeting, and no specific meeting quorum is required.
• Pre-emptive Rights: Existing shareholders generally have the right to purchase new shares in proportion to their current holdings. If these rights are to be restricted, specific legal justifications must be provided in the resolution.

Step 5: Depositing the Capital

For the cash portion of the increase:

1. Competition Authority Fee: 0.04% of the increased amount must be paid to the bank account of the Turkish Competition Authority.
2. The 25% Rule: In Joint-Stock Companies, at least 25% of the newly committed cash capital must be deposited into a blocked bank account before registration. The remaining 75% must be paid within 24 months. For Limited Liability Companies, while the upfront payment is often flexible, many Trade Registries now require the 25% deposit similar to JSCs.

Step 6: Registration with the Trade Registry

Once the General Assembly resolution is notarized and the bank payments are made, an application is submitted to the local Trade Registry Office (e.g., Istanbul Chamber of Commerce). The application must include:

• Notarized General Assembly minutes.
• The list of attendees.
• The SMMM/YMM report.
• Bank receipts for the 0.04% fee and the 25% capital deposit.

Step 7: Announcement in the Trade Registry Gazette

After successful registration, the capital increase is published in the Turkish Trade Registry Gazette. This announcement serves as the official notice to third parties and creditors. Once published, the company can unblock the deposited funds from the bank for operational use.

Common Pitfalls to Avoid

Our company formation lawyers frequently encounter issues that delay the process, such as:

• Unpaid Capital: Attempting to increase capital when previous commitments are still outstanding.
• Inaccurate MERSIS Data: Discrepancies between physical documents and the digital registry.
• Translation Issues: For foreign shareholders, powers of attorney and board resolutions from abroad must be apostilled, translated by a sworn translator, and notarized in Türkiye.

Given the 2026 deadline, the rush for company formation in Türkiye and capital adjustments is expected to peak, leading to potential delays at the Trade Registry.

Contact us for Capital Increase Procedure in Türkiye

Since 2017, Finlexia Turkish Accounting Firm has provided comprehensive legal support for corporate governance and compliance. Whether you are adjusting your capital to meet the 2026 deadline or restructuring your business for a work permit application, our team ensures that every step is handled with precision. We minimize your risks and ensure your company remains in good standing under the Turkish Commercial Code.

Contact Finlexia Turkish Accounting Firm today to schedule a consultation with our expert corporate attorneys. Let us help you navigate the 2026 capital increase mandate and secure the future of your business in Türkiye.