Amendment to the Communiqué Governing Capital Loss and Over-Indebtedness of Capital Companies

The Communique Amending the Communique on the Procedures and Principles Regarding the Implementation of Article 376 of Turkish Commercial Code No. 6102, published in the Official Gazette dated 10 October 2026 and numbered 33396, extends the temporary relief measures applicable to capital loss and over-indebtedness assessments of capital companies by one year.

Under the amendment, the expiry date of the temporary measures has been extended from 1 January 2027 to 1 January 2028.

What Does the Regulation Cover?

Article 376 of Turkish Commercial Code No. 6102 governs the obligations of company management bodies and the measures required in cases of capital loss or over-indebtedness.

Provisional Article 1 of the relevant Communique, originally published in the Official Gazette dated 15 September 2018 and numbered 30536, allows certain expense and loss items to be excluded when assessing whether a company has suffered a capital loss or is over-indebted.

Accordingly, until 1 January 2028, the following items may be excluded from such assessments:

These amounts may be disregarded when performing capital loss or over-indebtedness calculations under Article 376 of the Turkish Commercial Code.

The calculations must be performed in a manner that prevents any double counting of the relevant amounts.

Amendment Published in the Official Gazette

Impact on Financial Statements

The calculations permitted under the Communique do not require direct adjustments to companies' accounting records or financial statements.

These calculations are intended solely for assessing capital loss or over-indebtedness under Article 376 of the Turkish Commercial Code. No accounting entries are to be made in the financial statements prepared in accordance with Article 13 of the relevant Communique solely as a result of these calculations.

Implications for Companies

The amendment is particularly relevant to capital companies with foreign currency-denominated liabilities that have been affected by foreign exchange losses.

The extension until 1 January 2028 allows companies to continue benefiting from the existing temporary calculation relief when assessing their capital position under Article 376 of the Turkish Commercial Code.

Companies should therefore continue to monitor their financial position regularly and ensure that capital loss and over-indebtedness assessments are performed in accordance with the applicable legislation.

Effective Date

The amendment was published and entered into force on 10 October 2026. The period during which the temporary relief measures may be applied has been extended until 1 January 2028.