Turkey: Communiqué Pertaining To The Principles Related To The Registered Capital System For Non-Public Joint Stock Companies

Last Updated: 21 November 2012
Article by Naciye Yilmaz


One of the novelties of the Turkish Commercial Code No. 6102 (the "TCC") is the adoption of the registered capital system for non-public joint stock companies. The Communiqué Pertaining to the Principals related to the Registered Capital System for Non-Public Joint Stock Companies (the "Communiqué") was published in the Official Gazette dated 19.10.2012 and numbered 28446, and entered into force by being published.

The registered capital system may be defined as the system where it is possible, by a board of directors' resolution, to increase the capital of a company up to the capital cap determined and stipulated in the articles of association. Therefore, when increasing the capital of a company, the legal dispositions related to capital increase in the principal capital system shall not be applied.

Article 460 of the TCC outlines the registered capital system for non-public joint stock companies, while detailed provisions and rules are set forth in the relevant Communiqué.

Scope and Purpose of the Communiqué

The relevant Communiqué shall be applied to non-public joint stock companies which have adopted the registered capital system.

The purpose of the Communiqué is set forth in the first article as follows: "this Communiqué aims to establish procedures and principles pertaining to the adoption of the registered capital system, capital increase in this system, increase of the registered capital cap, leaving the system, issuance of preferential shares and shares with a premium, limitation of pre-emptive rights and other issues".

Adoption of the Registered Capital System

The conditions for the adoption of the registered capital system are set forth in Article 5 of the Communiqué. In this framework, the minimum initial capital put up at the establishment of the company should be at least 100.000 Turkish Liras. In order for the registered capital system to be accepted at establishment, the initial capital should be paid in full. However, for joint stock companies for which the initial capital for the establishment is higher than 100.000 Turkish Liras, it is not clear if the entire initial capital should be fully paid or if the payment of 100.000 Turkish Liras is sufficient.

For companies that adopt the registered capital system by way of amendment of the articles of association at a later stage, and not at the time of establishment, the issued capital should be paid in full and there should be no capital loss.

Such companies should specify the following in their articles of association:

  • initial capital,
  • term (maximum five years), beginning and ending dates of the term related to the power granted to the Board of Directors for the capital increase up to the registered capital cap,
  • registered capital cap, and
  • publication procedure of the Board of Directors resolution pertaining to the capital increase.

The relevant registered capital cap may not exceed the initial capital by fivefold.

Moreover, the articles of association should also include provisions regarding the authority granted to the Board of Directors, such as issuance of preferential shares or shares with a premium, and limitation of the pre-emptive rights.

Authorization of the Ministry of Customs and Trade

Pursuant to Article 6 of the Communiqué, joint stock companies which adopt or accept the registered capital system should apply to the General Directorate of Domestic Trade and should obtain authorization from the Ministry of Customs and Trade.

The General Directorate of Domestic Trade shall consider criteria such as "general purpose and principles of the TCC, dispositions of the Communiqué, requirements of the market, purpose of the registered capital system, rights and benefits of the shareholders, compliance with the legal obligations" when evaluating the applications.

Capital Increase in the Registered Capital System

Pursuant to Article 9 of the Communiqué, the Board of Directors should mention the amount of the increased capital, nominal value of the new shares to be issued, their number, types, whether these shares are preferential and with premium or not, whether the pre-emptive rights are limited or not, conditions and term for the use of these rights and other necessary issues, if any, in the resolution pertaining to the capital increase.

The Board of Directors is also obliged to publish the resolution pertaining to the capital increase, new disposition of the articles of association which states the issued capital, nominal value of the new shares, their numbers, types, whether these shares are preferential and with premium or not, limitations pertaining to the preferential shares and pre-emptive rights, conditions for use of these rights, and their term, any records pertaining to the premium and principles for the application of the premium pursuant to the publication procedure set forth under the articles of association.

In principle, the capital may be increased up to the registered capital cap by the Board of Directors' resolutions. This cap may not be exceeded. However, where the capital increase is achieved via internal resources or contributions, the registered capital cap may be exceeded.

The Communiqué also regulates that it is not possible to increase the capital by Board of Directors' resolutions where the registered capital cap has been reached and no new determination is made for the registered capital cap.

Exit from the Registered Capital System

Pursuant to the Article 5/6 of the Communiqué, joint stock companies which have not amended the articles of association with regards to the expiration of authority granted to the Board of Directors with a general assembly resolution during the year in which this authorization period expires, shall be considered out of the registered capital system.

Additionally, Article 8 of the Communiqué regulates the situations in which companies may exit or be removed from the registered capital system.

Companies which use the registered capital system contrary to the purpose of this system, abuse their shareholders and other relevant third party rights holders, are able to increase their capital with ease due to their corporate structure and without need for the registered capital system and which fail to meet other qualifications for the adoption of the relevant system may be removed from the registered capital system.

Companies may exit from the registered capital system voluntarily before the expiration of the determined period by the articles of association. In this case, a draft for the amendment of the articles of association shall be prepared and an application shall be made to the General Directorate of Domestic Trade. Authorization from the Ministry of Customs and Trade and a resolution of the general assembly are also required.


Adoption of the registered capital system for non-public joint stock companies created a more compatible structure between these companies and public companies. Within this framework, Capital Market legislation is applied to public joint stock companies, while the relevant provisions of the TCC and this Communiqué are applied to non-public joint stock companies.

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.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement

Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of www.mondaq.com

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at enquiries@mondaq.com.

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.