Communiqué Amending the Communiqué on the Procedures and Principles Regarding the Application of Article 376 of the Turkish Commercial Code No. 6102 has been published 13 November 2023
In order to regulate the procedures and principles to be followed in cases of loss of capital or insolvency of joint stock companies, limited liability companies and limited partnership companies with capital divided into shares within the scope of Article 376 of the Turkish Commercial Code No. 6102 (Law), the Communiqué on the Procedures and Principles Regarding the Application of Article 376 of the Turkish Commercial Code No. 6102 (Communiqué) was first published in the Official Gazette dated 15/09/2018 and numbered 30536, and with the Provisional Article 1 of this Communiqué until 01/01/2023, Within the scope of Article 376 of the Law, it was stated that foreign exchange losses arising from foreign currency denominated liabilities that have not yet been fulfilled may not be taken into account in the calculations regarding capital loss or insolvency.
|
With the Communiqué Amending the Communiqué on the Procedures and Principles Regarding the Implementation of Article 376 of the Turkish Commercial Code No. 6102 published in the Official Gazette dated 26/12/2020 and numbered 31346, the said Provisional Article 1 has been amended and the phrase "foreign exchange losses" in the first paragraph of the provisional article 1 of the Communiqué has been amended as "all of the foreign exchange losses and half of the total of the expenses arising from leases, depreciation and personnel expenses accrued in 2020 and 2021" and the sentences below have been added to the same paragraph. |
|
"In determining these amounts, calculation shall be made in such a way that no duplication shall occur. Regarding the calculations to be made within the scope of this paragraph, no record shall be included in the financial statements prepared in accordance with Article 13, and this situation shall be shown in the footnotes as information." |
|
Subsequently, with the Communiqué Amending the Communiqué on the Procedures and Principles Regarding the Implementation of Article 376 of the Turkish Commercial Code No. 6102 published in the Official Gazette dated 08/11/2022 and numbered 32007, the date of 01.01.2023 was changed from 01.01.2023 to 01/01/2024 and the period of the possibility that foreign exchange losses arising from foreign currency denominated liabilities that have not yet been fulfilled may not be taken into account in the calculations regarding capital loss or insolvency within the scope of Article 376 of the Law was extended. |
|
Finally, with the Communiqué Amending the Communiqué on the Procedures and Principles Regarding the Implementation of Article 376 of the Turkish Commercial Code No. 6102 published in the Official Gazette dated 31.10.2023 and numbered 32355 (Issue: 24813), the date specified in the Provisional Article 1 of the Communiqué was changed as 01/01/2025. Thus, in the calculations regarding capital loss or insolvency within the scope of Article 376 of the Law, the period for disregarding all foreign exchange losses arising from foreign currency denominated liabilities that have not yet been fulfilled and half of the total of expenses, depreciation and personnel expenses arising from leases accrued in 2020 and 2021 has been extended until 01/01/2025. |
|
The final version of the Provisional Article 1 of the Communiqué is as follows; |
|
"PROVISIONAL ARTICLE 1 - (1) (Amended phrase: RG-31/10/2023-32355) Until 1/1/2025, in the calculations made regarding capital loss or insolvency within the scope of Article 376 of the Law, all of the foreign exchange losses arising from foreign currency liabilities that have not yet been fulfilled (Amended phrase: RG-26/12/2020-31346) and half of the total of expenses, depreciation and personnel expenses arising from leases accrued in 2020 and 2021 may not be taken into account. (Additional sentence: OG-26/12/2020-31346) In determining these amounts, the calculation is made in a way to avoid duplication. Regarding the calculations to be made within the scope of this paragraph, no record shall be included in the financial statements prepared in accordance with Article 13, and this situation shall be shown in the footnotes as information." |
|
You can access the full text of the Communiqué from the link below. |
|
https://www.mevzuat.gov.tr/ mevzuat? MevzuatNo= 24813& MevzuatTur=9& MevzuatTertip=5 |
|
Finally, we would like to state that this right recognised in Provisional Article 1 of the Communiqué is left to the discretion of the relevant companies and is not mandatory. |
Other News
-
22.10.2025
The Constitutional Court Has Annulled The Provision Granting The President Authority To Restrict Foreign Exhange And Money Movements!
In its decision No. 2024/193 Merits 2025/136 Decision1 dated 17 June 2025 ("Decision"), published in the Official Gazette on 15 October 2025, the Constitutional Court ("Court") annulled Article 1 of Law No. 1567 on the Protection of the Value of the Turkish Currency ("Law"). The annulled provision had stated that: "The President is authorized to make decisions for the regulation and restriction of the export from or import into the country of currencies, securities, and bonds, and of the purchase and sale of foreign exchange, cash, securities, bonds, precious metals, precious stones, and any goods and valuables made of or containing them; as well as of commercial papers and all means and instruments used for payment, and to take decisions aimed at protecting the value of the Turkish currency."
-
20.10.2025
Seizure of Property Belonging to Persons Other than the Debtor and Protection of Legal Rights
In enforcement proceedings, the seizure of property that does not belong to the debtor but rather to third parties is a situation frequently encountered in practice that leads to significant aggrievements. Uncertainties arising from property regimes complicate ownership relations, making it difficult to accurately determine to whom the property belongs during enforcement measures. Within this framework, when seizure is imposed on property belonging to the debtor's spouse or another third party, the most important legal remedy is the ownership claim (assertion).
-
19.10.2025
Mergers and Acquisitions and the Notification Obligation within the Framework of Competition Law
Mergers and acquisitions (M&A) are at the center of the growth and restructuring strategies of companies. These transactions, serving the purpose of companies to expand both nationally and internationally to increase their market shares or to enter into new markets, not only give rise to economic and commercial consequences but also carry the potential to directly affect the competition dynamics in the relevant market. Therefore, merger and acquisition transactions may affect the competition structure in the market. In this respect, while M&A transactions create strategic opportunities, they are also among the areas carefully scrutinized by regulatory authorities to preserve competitive order.
-
16.10.2025
Important Amendment to the Organized Industrial Zones (OIZ) Implementation Regulation: Additional Time Granted To Participant
Published in the Official Gazette No. 33050, dated October 17, 2025, the "Regulation Amending the Organized Industrial Zones Implementation Regulation" introduces a new Provisional Article 13 to the existing regulation.This new provision allows OIZ participants who have not yet obtained a building permit or a workplace opening and operating license to apply for an extension period under certain conditions.
-
14.10.2025
Current Status Of The Obligation To Maintain Commercial Books In Electronic Form
1. INTRODUCTION With the Communiqué Amending the Communiqué on Keeping Commercial Books Not Related to the Accounting of the Enterprise in Electronic Form, published in the Official Gazette dated September 20, 2025 and numbered 33023 (“Amendment Communiqué”), significant amendments have been introduced to the Communiqué on Keeping Commercial Books Not Related to the Accounting of the Enterprise in Electronic Form, published in the Official Gazette dated February 14, 2025 and numbered 32813 (“Communiqué”).
-
24.9.2025
Social Security Procedures To Be Carried Out By The Employer Following A Reinstateme
Upon receiving notification of a final and binding reinstatement decision, if the employee communicates their intention to return to work within 10 business days, the employer may either reinstate the employee or refuse reinstatement by paying both the four months' idle period wages determined by the court and the compensation for non-reinstatement. As seen, the employer has two alternative courses of action in this situation; however, the procedures to be carried out before the Social Security Institution (SGK) differ in each case.
-
18.9.2025
The Court of Cassation has Ruled That The Competent Court Fot Cases Brought On The Grounds Of Volation Of The Non-Competition Clause Is The Commercial Court of First Instance
1. Introduction The duty not to compete is a type of loyalty obligation owed by the employee to the employer. The employee undertakes not to compete with the employer during the term of the employment contract as part of their loyalty obligation. However, Turkish law does not contain any legal provisions prohibiting the employee from competing with the employer after the employment contract has ended. However, the parties may freely agree that the employee will not compete with the employer after the termination of the employment contract. Articles 444-447 of the Turkish Code of Obligations also contain provisions and restrictions regarding non-competition agreements that may be established between the employee and the employer.
-
15.9.2025
Transfer Fee: Legal Characterization and Practical Application
1. Introduction The concept of a transfer fee is not directly defined in the Turkish Labor Code; its framework and legal nature in practice have largely been shaped by the decisions of the Court of Cassation (Turkey). This practice, which arises particularly in sectors with intense competition and limited skilled labor, is a type of payment that employers must carefully consider within the scope of their employment policies.
-
4.9.2025
Competition in the Labor Market: HR Practices to Avoid
The Turkish Competition Authority ("Authority"), which is entrusted with ensuring the proper functioning of markets, identifying practices that restrict competition, and imposing sanctions against infringements, operates under Law No. 4054 on the Protection of Competition ("Law") without distinction between input and output markets. Labor markets have recently emerged as one of the primary arenas in which entities compete in input markets and, with the influence of various additional dynamics, have become a market increasingly prioritized by the Authority. The Guidelines on Competition Violations in Labor Markets ("Guidelines"), adopted by the Authority on November 21, 2024, serve as an important reference for the prevention of competition infringements in labor markets. In this bulletin, in light of the Guidelines and decisions of the Competition Board ("Board") within the Authority, (i) the fundamental principles and information regarding the application of competition law to labor markets, and (ii) the main prohibited practices to be observed when competing in labor markets will be addressed.
-
28.8.2025
Does An Employee's Extended Period Of Sick Leave Grant The Employer The Right To Terminate The Emploment Contract?
In employer-employee relations, the direct impact of long-term medical reports on the status of the employment contract holds critical importance for both employees and employers. In particular, uninterrupted periods of sick leave lasting for a certain duration are regulated under Article 25/I(b) of the Labour Law as a specific provision that grants the employer the right to immediate termination for just cause and determines the rights to be granted to the employee. In this context, how the employer may exercise the right of termination for just cause following the employee's extended medical leave and the legal basis of this process should be examined in detail.
-
26.8.2025
Regulation On Direct Selling Was Published
The Regulation on Direct Selling ("Regulation"), issued by the Ministry of Trade ("Ministry") pursuant to Articles 47/A and 84 of the Consumer Protection Law No. 6502, was published in the Official Gazette dated 08.08.2025 and numbered 32980, thereby entering into force.
-
17.8.2025
SMS Verification Codes and the Personal Data Protection Board's Guideline Decision No. 2025/1072
The Personal Data Protection Board's Guideline Decision dated 10 June 2025 and numbered 2025/1072 introduces significant regulations regarding personal data processing activities conducted through SMS verification codes, which have become a widespread practice in commercial life. The decision requires significant adjustments to customer relationship management, particularly in the service and retail industries.
-
10.8.2025
Mergers And Acquisitions Of Companies Engaged In Renewable Energy Gereration
In recent years, notable developments in Turkey's electricity market have extended beyond investments aimed solely at increasing generation capacity. The sector has also come into focus through strategic investments and merger and acquisition (M&A) transactions involving companies operating in the field of renewable energy.
-
30.7.2025
Annual Leave, Severance Pay, and Notice Pay in Part - Time Employment Contracts
Part-Time Employment Contract Article 13 of the Labor Law No. 4857 defines a part-time employment contract as "a contract in which the employee's normal weekly working hours are significantly less than those of a full-time employee performing similar work."
-
29.7.2025
Legal Remedies And The Official Appeal Process For Property Tax Values
a. General Overview Following the enactment of Law No. 4751 in 2002, which amended the Tax Procedure Law, the Property Tax Law, and the Fees Law, the declaration-based system for determining the property tax base was abolished, and the tariff and assesment procedure implemented by administrative authorities was adopted.
