In short
A capital increase in a limited company runs by a resolution of the partners' assembly and by registration in the trade register. The increase is not a repeat of the company's incorporation petition. The new capital appears on the register after registration. A promise that has not been registered is not counted as capital against a third person. A minimum capital figure is not in this note.
What the resolution shows
The minutes of the resolution show the amount increased and its source. In a cash increase, the partners' subscription and the document relating to payment are read. In an increase from internal resources, the supporting balance sheet is looked for. The papers of the two routes are not put into the same file by rote. If the request for registration conflicts with the amount in the minutes, the register sees a gap.
Which partners will take the new shares is also written in the minutes. A partner who is not written is not treated as having taken a share of the increase on their own. If the articles of association limit the proportion of the shares, that limit is read. The limit is not frozen on this page as a percentage.
Registration makes it visible against a third person
An increase that has not been registered can remain a promise among the partners themselves. A third person looks at the capital that appears on the register. The announcement in the Trade Registry Gazette is the announcement of the registration. While the announcement is missing, it is not said that "our capital has increased". A bank or a tender file also asks for the register record.
The payment document shows, in a cash increase, that the subscription has been performed. If the document is missing, the register can hold the registration. The hold does not mean the increase has been refused. The missing papers are completed. Completion does not change the amount in the old minutes. If the amount is to change, a new resolution is needed.
Incorporation is not this transaction
Which papers are asked for at incorporation sits on the formation of a limited company page. The increase changes the share capital of the company that already exists. A new tax identity is not the result of this transaction. How the partners' assembly is convened sits on the partners' assembly page. This note does not set the quorum for the meeting. The quorum is read from the articles of association and from the statute.
How the increase file is read
If the company's seat is in Ankara, the request for registration goes to the Ankara trade register. If the seat is in another province, the register is in that province. That the office is in Çankaya does not change the registry directorate. A lawyer in Ankara first asks for the minutes of the partners' assembly, the source document, and the register draft.
The amount in the minutes is compared with the amount in the request for registration. It is separated into whether there is a payment document on the cash route, and whether there is a balance sheet on the internal-resources route. If the two are used together, the amount of each source is looked for on a separate line. If there is no line, the file going to the register is incomplete. Before the registration annotation arrives, it is not declared to a third person as if the capital had increased.
A subscription signed among the partners before registration is a draft of the register record. The draft contains the amount, the number of shares, and the manner of payment. If these three conflict with the minutes, the registry directorate writes a note of deficiency. A note of deficiency is not a refusal of the increase. The correction is made by a new resolution of the partners' assembly. The new amount is not announced before the old resolution is set aside.
After the registration annotation of the capital increase arrives, this annotation is put into the bank and tender file. A declaration without the annotation does not mean the capital has increased. A third person looks at the figure they see on the register. If the figure and the balance sheet differ, the difference is explained separately. The explanation does not stand in for the registration.
Contracts signed with the company's old capital before the increase is registered remain valid. The new capital does not itself change those contracts. If a change is wanted, the parties write it separately. A contract that was not written is not treated as having been made again according to the new figure on the register. A third person can rely on the capital they see only after registration. Reliance begins with the date of the registration annotation.
The registry directorate's note of deficiency is not a refusal of the registration. Once the missing document is completed, the request is processed again. The completed document does not change the amount in the minutes. If the amount is to change, the partners' assembly takes a new resolution. While the old resolution stands, the new figure is not announced.
Conclusion
A capital increase runs by resolution and registration. The incorporation guide does not describe this transaction. A floor figure is not in this note. A promise without registration is not capital against a third person. The frame sits on the commercial law page. The basis is the text of the Turkish Commercial Code No. 6102.