AMENDMENT TO THE REGULATIONS ON CAPITAL LOSS AND NEGATIVE EQUITY

As previously communicated in our Newsletter dated 1 November 2023, we informed you about 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”, the “Communiqué”)which entered into force on 26 December 2020. 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 33103 and dated 10 December 2025 and entered into force on the same date, the deadline stipulated under Provisional Article 1 of the Communiqué has been postponed from 1 January 2026 to 1 January 2027.

Until 1 January 2027, companies may continue to exclude the following items from their calkculations related to  capital loss (in Turkish, “sermaye kaybı”) and negative equity (in Turkish, “teknik iflas”) situations under Article 376 of the Turkish Commercial Code, with the aim of mitigating the financial impact of the Covid-19 pandemic;

1. all unrealized foreign exchange losses arising from unfulfilled  foreign currency obligations; and
2. fifty percent (50%) of total expenses resulting from leases, amortizations and personnel expenses incrrued 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.

Copyright © 2025 Cailliau&Colakel Attorney Partnership, All rights reserved.