The Ministry of Trade has extended, for a fifth time, the transitional rule that lets Turkish companies leave certain losses out of the capital-loss and over-indebtedness test under Article 376 of the Turkish Commercial Code (TCC). The amending communiqué published in the Official Gazette on 10 October 2026 (No. 33396) replaces the date “1/1/2027” in Provisional Article 1 of the 2018 implementing communiqué with “1/1/2028”. The relief now covers calculations made until 1 January 2028, which in practice means the year-end 2026 balance sheet and the interim balance sheets of 2027. Nothing else in the communiqué changed.
What the transitional rule allows
Article 376 requires the board to act when half, or two thirds, of the sum of share capital and statutory reserves is lost, and to apply to the court when the company is over-indebted. The implementing communiqué (Official Gazette 15 September 2018, No. 30536) explains how the loss is calculated, from financial statements prepared under Article 88 of the TCC. Its Provisional Article 1, as amended in December 2020, lets a company disregard two items in that calculation:
- the whole of the foreign-exchange losses arising from foreign-currency obligations that have not yet been performed; and
- half of the total of rental expenses, depreciation and personnel expenses accrued in 2020 and 2021.
Three conditions sit around the relief. The amounts must be calculated so that nothing is counted twice. The relief is not booked in the financial statements prepared under Article 13 of the communiqué; it is shown for information in the notes. And the wording is permissive: the amounts “may” be disregarded, so the board decides whether to use it, and it can use it for Article 376 purposes only. The relief does not change the accounts, the tax base or the dividend calculation.
The three thresholds the relief feeds into
The communiqué mirrors the statute in three steps. If the last annual balance sheet shows that at least half of the sum of capital and statutory reserves is lost, the board must call the general assembly at once and present the remedial measures it considers appropriate (Arts. 5-6). If two thirds are lost, the general assembly must choose between making do with one third of the capital through a capital reduction under Articles 473 to 475 of the TCC, completing the capital, or increasing it; if it decides none of these, the company dissolves by operation of law (Arts. 7-11). Over-indebtedness, meaning that assets no longer cover liabilities, triggers an interim balance sheet on both a going-concern and a liquidation basis and, if the measures in Article 7 are not taken, a bankruptcy filing (Art. 12). The relief reduces the loss figure that is compared with these thresholds; it does not alter the thresholds themselves.
How the date has moved
| Official Gazette | Change | Relief runs until |
|---|---|---|
| 15.09.2018, No. 30536 | Communiqué adopted; FX losses on unperformed FX obligations may be disregarded | 1 January 2023 |
| 26.12.2020, No. 31346 | Scope widened: all such FX losses plus half of 2020-2021 rent, depreciation and personnel expenses; no double counting; footnote disclosure | 1 January 2023 |
| 08.11.2022, No. 32007 | Date extended | 1 January 2024 |
| 31.10.2023, No. 32355 | Date extended | 1 January 2025 |
| 25.12.2024, No. 32763 | Date extended | 1 January 2026 |
| 10.12.2025, No. 33103 | Date extended | 1 January 2027 |
| 10.10.2026, No. 33396 | Date extended | 1 January 2028 |
Two things stand out. The extension came in October rather than in the last weeks of the year, which gives boards time to plan the year-end calculation. And the 2020-2021 expense component is now six years old; it still matters only for companies carrying those years’ losses forward in equity.
Who benefits, and who does not
The relief is built for companies whose equity has been eroded by the lira’s fall against the currencies of their liabilities: foreign-currency loans, shareholder loans in dollars or euros, import payables and licence fees. For them, the FX loss on the unpaid balance can be the difference between crossing the two-thirds threshold and staying below it.
It does less for a venture-backed startup. The typical startup loss is operating, not financial: salaries, cloud, marketing. Those losses count in full. A dollar-denominated cloud invoice that has already been paid produces no “unperformed obligation”, so the FX movement on it is simply part of the expense. What the relief does cover is the FX loss booked on obligations still open at the balance sheet date, for example an unpaid foreign vendor balance or a convertible loan from a foreign investor denominated in a foreign currency. Our Article 376 playbook for cash-burning startups walks through the three thresholds and the board’s options at each.
What the board should do before year-end 2026
- Run the Article 376 test twice: with the relief and without it. The second figure shows where the company stands when the relief lapses, which under the current text happens for balance sheets dated on or after 1 January 2028.
- Identify the unperformed foreign-currency obligations at the balance sheet date and the FX loss attributable to each; keep the working papers, because the “no double counting” rule will be the first thing an auditor or a court-appointed expert checks.
- If the relief is used, record the decision in the board minutes and add the information note to the financial statements. The communiqué puts the disclosure in the notes, not in the statements themselves.
- If the company still crosses a threshold without the relief, prepare the general assembly now: remedial measures for the half threshold; capital reduction, completion or increase for the two-thirds threshold; the interim balance sheet and the court filing analysis for over-indebtedness.
- Do not treat the relief as a repair. Equity is not restored; the test is softened. Investors and lenders will read the notes.
Where to start
- Pull the latest annual and interim balance sheets prepared under TCC Article 88.
- List foreign-currency obligations open at the balance sheet date, with the FX loss booked on each.
- Check whether 2020 and 2021 rent, depreciation and personnel expenses are still relevant to the carried-forward loss.
- Compute the loss ratio with and without the relief; document both.
- Decide at board level whether to apply the relief; draft the note disclosure.
- Plan the general assembly agenda if a threshold is crossed either way.
Frequently asked questions
Which balance sheets does the extension cover?
Calculations made until 1 January 2028. For most companies that means the 31 December 2026 annual balance sheet and the 2027 interim balance sheets. Unless extended again, the relief will not apply to the 31 December 2027 balance sheet, which is drawn up and assessed after that date.
Is the company obliged to use the relief?
No. Provisional Article 1 says the amounts “may” be disregarded. The board chooses, and it should minute the choice. The relief applies only to the Article 376 calculation and does not change the financial statements, which carry the information in the notes.
Does the relief cover ordinary operating losses?
No. It covers foreign-exchange losses on foreign-currency obligations not yet performed, and half of the rent, depreciation and personnel expenses accrued in 2020 and 2021. Salaries, marketing and cloud costs of 2026 count in full.
Did Article 376 itself change?
No. The amendment changes one date in the implementing communiqué. The statutory thresholds, the board’s duties and the court filing rules in Article 376 are unchanged.
Sources. Amending Communiqué of 10.10.2026, RG No. 33396; Communiqué on the Procedures and Principles for the Application of Article 376 of the Turkish Commercial Code No. 6102, RG 15.9.2018/30536, Arts. 5-13 and Provisional Art. 1; amending communiqués of 26.12.2020 (RG 31346), 8.11.2022 (RG 32007), 31.10.2023 (RG 32355), 25.12.2024 (RG 32763) and 10.12.2025 (RG 33103); Turkish Commercial Code No. 6102, Arts. 88, 376.
This article is general information and not legal advice; a specific situation should be assessed with counsel.
