The Communiqué published in the Official Gazette dated 10 October 2026 and numbered 33396 (the “Amending Communiqué”) extends the period during which certain losses and expenses may be excluded from capital loss and over-indebtedness calculations under Article 376 of the Turkish Commercial Code No. 6102 (the “TCC”). The expiry date of this temporary relief has been extended from 1 January 2027 to 1 January 2028.
Exclusions from Capital Loss and Over-Indebtedness Calculations
Article 376 of the TCC sets out the obligations of companies’ management bodies where losses reach specified proportions of the aggregate of share capital and statutory reserves, or where there are indications that a company is over-indebted.
Under Provisional Article 1 of the Communiqué on the Procedures and Principles for the Implementation of Article 376 of the Turkish Commercial Code No. 6102 (the “Communiqué”), the following items may be excluded from calculations made until 1 January 2028:
- The full amount of foreign exchange losses arising from outstanding liabilities denominated in foreign currencies.
- Half of the aggregate amount of lease expenses, depreciation charges and personnel expenses accrued in 2020 and 2021.
Double counting must be avoided when calculating these amounts. No accounting entries are to be made in the financial statements to reflect these exclusions; the relevant amounts are to be disclosed in the notes to the financial statements for information purposes only.
The Amending Communiqué does not change the categories of losses and expenses eligible for exclusion. It only extends the period during which the existing relief applies.
Entry into Force
The Amendment Communiqué entered into force on 10.10.2026.
Assessment and Conclusion
The amendment gives companies, particularly those with liabilities denominated in foreign currencies, an additional year in which to exclude foreign exchange losses arising from outstanding liabilities when assessing capital loss and over-indebtedness.
The temporary relief does not, however, relieve management bodies of their obligations under Article 376 of the TCC. Companies must regularly assess whether they face capital loss or over-indebtedness, determine which items qualify for exclusion under the applicable legislation, and fulfil their statutory obligations where the relevant conditions are met.
Companies should therefore take the extended period into account when assessing their financial position. When applying the temporary relief, they should also continue to monitor risks to the adequacy of their capital and their financial sustainability.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
