Existing Facilitations for Capital Loss and Over-Indebtedness Calculations Extended until 1 January 2028

Article 376 of the Turkish Commercial Code numbered 6102 (the “TCC”) regulates the measures to be taken and the precautions to be implemented by the management of the company, and the procedures to be followed in cases where the company suffers capital loss or becomes over-indebted, in order to ensure the protection of the financial structure of the company and to secure the rights of creditors of the company.

The Communiqué on the Procedures and Principles for the Implementation of Article 376 of the Turkish Commercial Code numbered 6102 (the “Communiqué”), published on 15 September 2018, further details the implementation of the relevant article. One of the most striking aspects of the Communiqué is the temporary exemption provided under Provisional Article 1 regarding the calculation of companies’ capital loss and over-indebtedness. According to this exemption, the following items may be disregarded and not taken into account in the calculations carried out under Article 376 of the TCC:

• “the entirety of foreign exchange losses arising from foreign currency liabilities that have not yet been fulfilled, and
• half of the total expenses arising from leases, depreciation and personnel expenses accrued in 2020 and 2021.”

The application period of this exemption has been extended several times since its introduction. Most recently, pursuant to the Communiqué Amending the Communiqué on the Procedures and Principles for the Implementation of Article 376 of the Turkish Commercial Code numbered 6102, published in the Official Gazette dated 10 October 2026 and numbered 33396, the application period has been extended until 1 January 2028.

With this latest extension, companies are given additional time to manage the effects of economic fluctuations and to improve their financial structures. Therefore, it is important for companies to take this extension into account when assessing their financial position and planning their financial strategies.