AMENDMENT ON REGULATIONS GOVERNING CAPITAL LOSS AND NEGATIVE EQUITY
As per our Newsletter dated 8 November 2022, we informed you regarding the Communiqué on the Amendments of the Communiqué on the Procedures and Principles of the Implementation of Article 376 of the Turkish Commercial Code No. 6102 entered into force on 26 December 2020 (in Turkish, “6102 Sayılı Türk Ticaret Kanununun 376’ıncı Maddesinin Uygulanmasına İlişkin Usul ve Esaslar Hakkında Tebliğ’de Değişiklik Yapılmasına Dair Tebliğ”, ther “Communiqué”). The said amendments aimed to strengthen and clarify the situations where the technical insolvency shall be applied and the measures that shall be taken in the given circumstances.
With a new Communiqué which has been published in the Official Gazette numbered 32355 and dated 31 October 2023 and entered into force on the same date, the envisaged date of matters stated hereinbelow under Provisional Article 1 of the Communiqué has been amended from 1 January 2024 to 1 January 2025. Therefore, the deadline of 1 January 2024 has been postponed to 1 January 2025.
Accordingly, as per Provisional Article 1 of the Communiqué, the following matters may not be considered in the calculations in relation to capital loss or negative equity in accordance with article 376 of Turkish Commercial Code until 1 January 2025 in order to keep companies out of the scope of the capital loss (in Turkish, “sermaye kaybı”) and technical insolvency (in Turkish, “teknik iflas”) situations considering fluctuations and negative effects of Covid-19 pandemic;
- all of the foreign exchange losses resulting from foreign currency obligations that have not yet been fulfilled; and
- half of the sum of expenses resulting from leases, amortizations and personnel expenses accrued in 2020 and 2021.
The Communiqué also envisages that the mentioned amounts shall be calculated without being repetitive, and that no record will be inserted in the financial statements prepared in accordance with Article 13 of the Communiqué regarding the calculations and that the situation will be indicated in the footnotes for informative purposes.
Our Law Firm remains at your disposal for any further clarifications you may need.
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