Amendment on the Communiqué on Article 376 of the TCC
Through the Communiqué Amending the Communiqué on the Procedures and Principles Regarding the Implementation of Article 376 of the Turkish Commercial Code No. 6102 (Communiqué) published in the Official Gazette dated December 10th, 2025, and No. 33103, essential amendments are introduced for the calculation method of technical insolvency & bankruptcy.
Accordingly, (i) all foreign exchange losses arising from the foreign currency obligation and (ii) half of the total expenses arising from rents, amortizations, and expenses of employees accrued by 2020 and 2021 may be disregarded during the calculations made for the determination of technical insolvency and/or bankruptcy situations until January 1st, 2027. The former application period was until January 1st, 2026.
The Communiqué enters into force on the date of its publication.
At this point, we would like to emphasize that this regulation introduced under Article 376 of the TCC is, in essence, intended solely for the purpose of “determining” the company’s financial status. We would also like to note that, prior to any potential capital transaction and/or restructuring (such as a merger, demerger, etc.), it will first be necessary to carry out a status determination pursuant to the said provision; and thereafter, depending on the nature of the contemplated transaction, a separate calculation and assessment will need to be made.
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