Pursuant to the regulation published in the Official Gazette dated 10 December 2025 and numbered 33103, the implementation period of Temporary Article 1 under the Communiqué on the Procedures and Principles Regarding the Implementation of Article 376 of the Turkish Commercial Code (“Communiqué”) has been extended for an additional one (1) year.

Article 376 of the Turkish Commercial Code (“TCC”) sets out the calculation methods to be used and the remedial measures to be taken by capital companies that are deemed to be in a state of capital loss or insolvency. The Communiqué complements this provision by establishing the technical rules applicable to joint stock companies, limited liability companies, and partnerships limited by shares.

1. Scope of the Previous Regulation

Under Temporary Article 1 of the Communiqué, companies had been permitted—until 1 January 2026—to exclude the following items when assessing capital loss or insolvency within the scope of TCC Article 376:

• The entirety of unrealized foreign-exchange losses arising from outstanding foreign-currency liabilities,
• 50% of leasing expenses, depreciation, and personnel expenses incurred in 2020 and 2021.

This temporary regime was originally introduced to mitigate the artificial adverse effects of extreme exchange-rate volatility and pandemic-related costs on companies’ equity structures.

2. New Amendment: Extension Until 2027

With the latest amendment, the application period of the above-mentioned exemptions has been extended until 1 January 2027.

Accordingly, companies will continue for one (1) additional year to:

• Exclude unrealized foreign-exchange losses from equity calculations to neutralize the impact of short-term market fluctuations, and
• Limit the effect of certain pandemic-year expenses on their equity adequacy assessments.

3. Key Considerations for Companies

While the extension provides meaningful flexibility for companies conducting financial assessments under TCC Article 376, incorrect or incomplete application of these exemptions may give rise to administrative and legal risks. In this respect, companies are advised to:

• Update their interim balance sheets and equity analyses for the years 2026 and 2027 in line with the extended exemption period,
• Ensure that board reports, calls and resolutions required under TCC Article 376 are aligned with the calculations made under the extended regime,
• Take the new deadline into account when planning remedial measures, including capital increases, capital replenishment, conversion of receivables into capital, or other technical restructuring steps.

Should you have any questions regarding this matter or require further information, please feel free to contact us.

Best regards,
DT Law