Number: 20

Date: 17/09/2018

Title:

Communique on the procedure and principles for the implementation of Article 376 within the Turkish Code of Commerce no.6102.


As per the Article 5 of the Communique, the governing body will immediately convene the Assembly General to meeting in the circumstance that at least half or two thirds of the total capital and legal reserves regarding the latest annual balance sheet, are found to be unrequited due to loss.    

Pursuant to the Article 6 within the Communique, if at least half of the total capital and legal reserves are found to be unrequited; the governing body will be presenting the improving measures deemed appropriate to the Assembly General. The Assembly General may approve the presented measures exactly, may approve with amendments or decide to apply measures other than those submitted.    

As per the Article 7 of the Communique, if at least two thirds of the total capital and legal reserves are found to be unrequited due to loss, the Assembly General may be deciding upon;    

  • staying satisfied with one third of the capital and to reduce capital according to articles 473 to 475 of the Law,
  • the completion of capital,
  • increasing capital. 

In the circumstance that the Assembly General does not decide on one of the measures indicated in Article 7 of the Communique if at least two thirds of the total capital and legal reserves are found to be unrequited due to loss; the company will automatically be terminated.        

Article 12 within the Communique contains regulation concerning the state being heavily in debt and it is considered as a phase in which the company’s assets cannot meet the debts.     

The signs of being heavily in debt may come out through the annual and interim financial statements, the audit reports in the audited companies, the reports of the early detection committee and the assessments by the governing body.      

In case that signs exist arising doubts that the company is heavily in debt, the governing body will issue an interim balance sheet on the basis of both going corcern consept and possible sales prices. The governing body will be resorting to the court for the bankruptcy of the company under the circumstance that a decision is made indicating that assets fall short of meeting the company’s debts through the interim balance sheet on the basis of both going corcern consept and possible sales value and if it does not take the measures mentioned in the Article 7. 

According to the Article 13 of the Communique, companies’ capital loss or their state of being under heavy debt should be identified by taking the financial statements to be prepared in line with the Article 88 of the Law as basis. Regarding the arrangement of financial statements, if the Turkish Accounting Standards are preferred to be applied, the aforementioned state will be evaluated through the financial statements prepared this way.  

The Communique’s provisional Article 1 contains a regulation indicating that foreign exchange losses arising from foreign currency liabilities which are not yet realized may not be taken into consideration during the calculations for capital loss or being heavily in debt within the scope of Article 376 of Turkish Code of Commerce until 1/1/2023.

Our explanations provided above include general information on the issue. No responsibility can be claimed against EY and/or Kuzey YMM ve Bağımsız Denetim A.Ş. due to the implications arising from the context of this document or emerging with respect to its context.
 Print

Go to Top