According to the Turkish Commercial Code, the capital of a joint stock company must be definite and divided into shares. Being definite is a characteristic of the share capital. In joint stock companies, in order to distinguish the nominal capital included in the company agreement from the capital in other types of companies, this capital is called the main capital.
In the share capital system, the amount of capital shown in the articles of association is a fixed figure. In order to change the share capital, the articles of association of the company must be amended and, where necessary, permission must be obtained from the Ministry of Customs and Trade. .
In the authorized capital system, the maximum limit of the capital is specified in the articles of association and the board of directors may increase the capital until this limit is reached. Thus, flexibility is introduced for companies to issue capital according to their needs. The minimum capital requirement and the permission of the Ministry of Trade and the Capital Markets Board are stipulated for the transition to the authorized capital system. In non-public joint stock companies, the board of directors may be authorized to increase the capital up to the ceiling in the initial articles of association or through subsequent amendments to the articles of association. In any case, the ceiling must be set in the articles of association. Upon the expiration of the authorization period, which may be for a maximum of five years, the unused portion of the authorized capital becomes invalid, even if the upper limit of the authorized capital has not yet been reached. In such a case, the general assembly will have to take another decision to extend the authorization period. In addition to the time limitation, the authorized capital figure stated in the articles of association should not be exceeded. Furthermore, the upper limit of authorized capital may not be more than five times the initial capital. In subsequent periods after the adoption of the registered capital system or the transition to the system, the upper limit of the registered capital may be set at a maximum of five times the issued capital at the time of the general assembly meeting where the articles of association will be amended. The regulations for public joint stock companies are set forth in Article 18 of the CMB and the Communiqué on the Registered Capital System numbered II-18.1 of the Capital Markets Board. Pursuant to Article 18 of the CMB, publicly held corporations and corporations that have applied to the Board to offer their shares to the public may adopt the registered capital system, provided that they obtain permission from the Board. Companies that have previously adopted the registered capital system in accordance with the TCC are not required to obtain permission from the Board.
