Turkey: Communiqué Regarding Debt Securities

The Communiqué Regarding Debt Securities (II-31.1) ("Communiqué") was published in the Official Gazette dated 07 June 2013 and numbered 28670. The Communiqué on the Principles Regarding the Registration and Sale of Debt Securities (Serial: II, No: 22) was abrogated with this Communiqué. The Communiqué entered into force on 07 July 2013.

Issuance of Debt Securities

Debt securities may be issued through public offering or through private sale without being offered to the public. Sales conducted without a public offering are concluded as private placement and the debt securities are sold to a qualified investor.

The debt securities to be issued may be sold in tranches within the issuance limit, to be calculated pursuant to the Communiqué, and within the issuance limit deemed appropriate by the Capital Markets Board ("Board"). The issuance limit shall be determined in Turkish Lira for domestic issuances. The issuance limit shall be determined in Turkish Lira or a foreign currency for issuances conducted abroad. If the sale of the debt securities within a year, is made within the currency other than the approved currency by the Board, the serial issuance certificate shall be prepared in the sale currency. In such case, whether the sale amount is within the issuance limit shall be determined as follows:

1) If the serial issuance certificate is granted in a foreign currency and the issuance limit is given in Turkish Lira, the sale amount shall be converted to Turkish Lira based upon the Central Bank of Turkey (CBT) selling exchange rate on the business day prior to the application to the Board for the approval of the related serial issuance certificate.

2) If the serial issuance certificate is granted in Turkish Lira and the issuance limit is given in a foreign currency, the sale amount shall be converted to the relevant foreign currency based upon the CBT selling exchange rate on the business day prior to the application to the Board for the approval of the related serial issuance certificate.

3) If the serial issuance certificate is granted in a foreign currency other than the currency in which the issuance limit is given, the sale amount shall be converted to the foreign currency that determined the limit over the CBT cross rate on the business day prior to the application to the Board for the approval of the related serial issuance certificate. Where the cross rate disclosed by the CBT does not exist, CBT selling exchange rates should be taken into consideration for the calculation.

Debt securities offered to the public must be traded at the exchange and when application to the Board for approval is made, the issuers shall also apply to the relevant stock exchange.

The Board may request from the issuers that the payment obligations regarding the debt securities be guaranteed by a bank resident in Turkey or by a third legal person, or that the sale be open only to qualified investors.

Authorized Body Decision

A resolution by the general assembly for the issuance of debt securities is required. Unless clear higher quorums are determined under the company articles of association, Articles 418 - for public companies; and 421/(3) and (4) - for non-public companies - of the Turkish Commercial Code ("TCC") regarding meeting and decision quorums of the general assembly shall be applicable.

The authority to issue debt securities may be transferred to the board of directors through the articles of association. The articles of association shall expressly stipulate that the board of directors has the authority to issue debt securities.

Pursuant to Art. 505 of the TCC, the general assembly may delegate the authority to issue debt securities to the board of directors for a maximum of 15 months. The related general assembly resolution shall expressly stipulate that the authority to issue has been transferred to the board of directors.

The maximum amount of debt securities intended to be issued and whether or not the sale will be held through public offering, or by private placement without resorting to a public offering option, must be resolved in the related authorized body decision.

Registration of Debt Securities and Notification to the Central Registry Agency ("CRA")

Debt securities issued domestically must be registered electronically with the CRA and the rights arising from such securities must be tracked in the name of the right holder. Likewise, debt securities to be issued abroad must be registered electronically with the CRA.

The Board may, upon request from the issuer, give exemption to the requirement of the securities to be registered in the CRA so that the debt securities can be issued abroad. In such a case, the issuer must submit the following information to the CRA within 3 business days from the date of issuance of the securities abroad: amount of the issuance, date of the issuance, ISIN No., the commencement date of the term, maturity date, interest rate, clearing agent, currency and a list of countries where the issuance is conducted.

For issuances made before the Communiqué came into force and if the debt securities are still and currently in circulation, the issuers shall inform the CRA within one month following the effective date of the Communiqué of any debt securities issued abroad.

Issuance Limit

The issuance limit is calculated based on the annual financial statements for the fiscal year that are prepared in accordance with Board regulations regarding financial statements and reporting for companies traded on the exchange, and that are subject to independent auditing.

The issuance limit for public companies cannot exceed five times that of the equity amount provided in their annual financial statement, whereas for non-public companies the maximum issuance limit can be three times that of the equity amount provided in the financial statement. If the company is preparing consolidated financials then the equity of the parent company shall be taken into consideration.

The Board Fee

The fee to be paid to the Board is calculated from the issuance value in accordance with the rates below:

a) maturity up to 179 days, 0,05%,

b) maturity between 180 and 364 days, 0,07%,

c) maturity between 365 and 730 days, 0,1%

d) maturity longer than 730 days, 0,2%

The fee for debt securities issued abroad shall be paid before the serial issuance certificate (which is prepared before each issuance within the issuance limit) is approved and given to the issuer. Where the serial issuance certificate is prepared in a foreign currency, the amount constituting the basis for the calculation of the Board fee shall be determined in the Turkish Lira equivalent, which will be calculated by taking into account the CBT selling exchange rate on the business day prior to the application to the Board for approval of the related serial issuance certificate.


Although the Communiqué does not fully change the Communiqué (Serial: II, No: 22), certain points have been modified pursuant to provisions of the TCC and Capital Markets Law No. 6362. The issuance limits have been changed with the new Communiqué. Further, the registration requirement with the CRA for issuances abroad has been introduced.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement

Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of www.mondaq.com

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at enquiries@mondaq.com.

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.