Pursuant to the Presidential Decision No. 7887 published in the Official Gazette on 25 November 2023 and entered into force on 1 January 2024, the minimum capital amounts of joint stock and limited liability companies to be newly established were increased.
Pursuant to the relevant decision, the minimum capital amount for joint stock companies to be newly established has been changed as TRY 250,000, and the minimum capital amount for limited liability companies has been changed as TRY 50,000.
The uncertainties arising after the decision in question were resolved with the circular letter issued by the Ministry of Trade,. Thus, the minimum capital amounts will have to be taken into account in capital decrease, capital increase, spin-off and change of corporate form transactions.
In accordance with the Circular Letter of the Ministry General Directorate of Domestic Trade:
• Capital Increase and Decrease: In the registration of capital increase and decrease decisions, the new capital shall not be less than the minimum capital amounts increased by the presidential decision (joint stock companies shall not register capital increases below TL 250,000; limited liability companies shall not register capital increases below TL 50,000),
• Spin-off Transactions: In partial spin-off registration procedures, in the event of a capital decrease, the capital of the demerged company will not be reduced below the new minimum capital amount,
• Change of Corporate Form: In change of corporate form registration procedures, the new product capital shall not be less than the new minimum capital amount,
• Transactions To Be Made Within The Scope of TTK 376: In the calculations to be made regarding the loss of the company's capital and legal reserves within the scope of Article 376 of the Turkish Commercial Code, the registered capital of the company will be taken as basis; in cases where precautions are required, transactions will be established within the framework of new amounts.
Accordingly, in the registration procedures to be carried out before the trade registry directorates after 1 January 2024, these announcements will be followed; in cases not explained herein, as of the effective date of the Decision, in case of changes in the company capital, the new minimum capital amounts will be taken as basis.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.