As we approach the end of 2025, joint stock companies and limited liability companies are required to complete certain critical actions in order to safeguard their legal standing and ensure compliance with newly enacted regulations. We set out below an overview of the key legal considerations that companies should consider as of year-end.
1) Electronic Commercial Books System and Digital Transformation
As of 1 July 2025, the regulations governing the keeping of non-accounting commercial books in electronic form have entered into force and the Electronic Commercial Books System (“ETDS”) has become operational.
- For companies to be newly established as of 1 January 2026, the share ledger and the general assembly meeting and negotiation book must be kept mandatorily through the ETDS.
- With respect to existing companies whose establishment or amendments to their articles of association are subject to the permission of the Ministry of Trade, the transition period granted for transferring the share ledger and the general assembly meeting and negotiation book to the ETDS will expire on 1 January 2026.
- The keeping of the board of directors’ resolution book in electronic form is currently left to the discretion of companies. Companies that have already started to keep the board of directors’ resolution book electronically and wish to revert to the physical book system are required to apply to the Ministry of Trade by 1 January 2026.
2) Capital Increase Obligation
Under the Turkish Commercial Code, the current minimum capital requirements are set at TRY 250,000 for joint stock companies, TRY 500,000 for non-public joint stock companies that have adopted the registered capital system and TRY 50,000 for limited liability companies.
Existing joint stock companies and limited liability companies are required to increase their capital to the relevant minimum amounts by 31 December 2026. Companies that fail to fulfil this capital increase obligation within the prescribed period shall be deemed to have been dissolved.
For ease of implementation, no meeting quorum will be required for general assembly meetings convened solely for capital increase purposes and the relevant resolution may be adopted by a simple majority of the votes present.
3) Review of Management Bodies and Terms of Office
Companies should verify whether the terms of office of board members / managers expire as of year-end. Appointments that are not renewed despite the expiration of the relevant term may give rise to legal risks, particularly with respect to the validity of resolutions to be adopted during the year 2026. Accordingly, it is important that reappointment or new appointment resolutions for members whose term of office has expired are adopted before the end of the year and duly registered with the trade registry.
4) Ordinary General Assembly Schedule for the 2025 Financial Year
Following the end of the 2025 financial year, preparations for ordinary general assembly meetings must be initiated as of year-end for both joint stock companies and limited liability companies.
Ordinary general assembly meetings must be held within three months following the end of the relevant financial year, except for companies applying a special accounting period. Accordingly, ordinary general assembly meetings relating to the 2025 operating year must be held no later than 31 March 2026. In this context, planning the meeting schedule in advance, clearly determining agenda items and preparing the required documentation in a timely manner are essential to avoid delays and potential legal risks in practice.
Failure to comply with the regulations and obligations outlined above may result in significant legal consequences for companies. For this reason, it is important that the necessary assessments are carried out as of year-end and that the relevant actions are completed in a timely and compliant manner.
Please reach out to us should you require further information or advice on this matter.
