The Communiqué Amending the Communiqué on the Procedures and Principles Regarding the Implementation of Article 376 of the Turkish Commercial Code ("TCC") numbered 6102 was published in the Official Gazette dated 26.12.2020. The table showing the changes made is as follows;
Calling the general assembly in case of loss of capital and being deeply in debt and in article 376 of the TCC, in which the notification obligation of the board of directors is regulated, in case of loss of capital and in debt, the calling of the general assembly and the notification obligation of the board of directors are regulated. This change resolved some problems in the application of the relevant article.
1. Emphasis has been placed on the concept of "loss" in the determination of the lack of capital. The definitions regarding unpaid capital have been clarified and the importance of the “loss” amount is emphasized in the calculations to be made.
2. Half of the Lease Expenses, Depreciation and Personnel Expenses for 2020 and 2021 will not be taken into account in the calculations. Until January 1, 2023, it is regulated that the exchange rate difference arising from foreign currency liabilities that have not yet been performed will not be taken into account in the calculations regarding capital loss or being in debt.
3. The State of Capital Decrease has been rearranged. In this case, it is stipulated that the general assembly may decide to be satisfied with the remaining capital, and that the capital can be reduced to the minimum amount of capital, provided that at least half of the total capital and legal reserves are preserved in equity.
4. The Purpose of Use of the Capital Completion Fund has been determined. Within the scope of the regulation made with the Amendment Communiqué, it is foreseen that the money given by the partners and collected in the "capital fund raising fund" account can only be used by offsetting the losses. With this regulation, the purpose of use of the money given free of charge by the partners in order to complete the capital is clearly determined and it is aimed to protect the interests of the shareholders.
5. The State of Increasing the Capital Has Been Reorganized. In terms of publicly held joint stock companies, the provisions of the capital market legislation are reserved in terms of capital increase transactions and it is clearly regulated that it is necessary to act in accordance with the capital market legislation for these partnerships.