Draft General Communiqué on Corporate Tax No. 25

Draft General Communiqué on Corporate Tax No. 25 has been amended with respect to the conditions for the corporate tax exemption of investment funds and partnerships, as well as the establishment of the fourth temporary taxation period, in accordance with Articles 32 of Law No. 7524 and Article 2 of Law No. 7566, along with the Corporate Tax Law No. 5520 and the Income Tax Law No. 193.

Additionally, there are provisions regarding the evaluation of profits and losses related to exemption applications and the minimum tax application in the Corporate Tax Law.

Explanations regarding the subject are included in the Draft General Communiqué on Corporate Tax No. 25.

Studies are ongoing by our Presidency for the development and publication of this draft; you can submit your opinions and suggestions regarding the development, modification, or contribution to the topics included in the existing draft by filling out the Opinions and Suggestions Table below and sending it to kurumlarvergisi@gelirler.gov.tr by April 17, 2026.

Click here for the Opinions and Suggestions Table regarding the Draft General Communiqué on Corporate Tax No. 25.

From the Ministry of Treasury and Finance (Revenue Administration): DRAFT COMMUNIQUÉ ON AMENDMENT TO THE GENERAL COMMUNIQUÉ ON CORPORATE TAX (SERIAL NO: 1) (SERIAL NO: 25)

This Communiqué includes explanations regarding the amendments made in accordance with Article 32 of Law No. 7524 dated July 28, 2024, and Article 2 of Law No. 7566 dated December 4, 2025, as well as the Income Tax Law No. 193 and the Corporate Tax Law No. 5520, and the following amendments have been made in the relevant sections of the General Communiqué on Corporate Tax No. 1.

ARTICLE 1- The sixth, seventh, and eighth paragraphs of the section titled “5.5. Exemption regarding the profits of funds established in Turkey” of the General Communiqué on Corporate Tax published in the Official Gazette No. 26482 dated April 3, 2007, have been amended as follows, and the phrase “Example:” in this section has been changed to “Example 4:”.

When calculating the non-residential income subject to profit distribution, the profit to be found by deducting the expenses and cost elements incurred due to this activity from the revenue obtained from the properties will be taken into account.

It is natural that if the activity related to the properties or all activities in total result in a loss, the condition for profit distribution in the exemption application will not be applicable.

On the other hand, if the activities related to the properties result in profit while other activities result in loss, and the total profit is lower than the profit obtained from the properties, distributing half of the profit will be considered sufficient in terms of exemption.

Example 1: (A) Real Estate Investment Trust A.Ş. has generated a profit of 1,000,000 TL from properties in 2025, while its other activities have resulted in a loss of 600,000 TL.

Thus, the mentioned Trust has a profit of (1,000,000 – 600,000) 400,000 TL in 2025.

(Legal reserves are disregarded in determining the amount subject to profit distribution.)

Accordingly, the distribution of (400,000 x %50) 200,000 TL, which is half of the profit of (A) Real Estate Investment Trust A.Ş. for the year 2025, is sufficient for the application of the exemption.

In cases where activities related to properties are conducted together with activities that do not fall within this scope, the common general expenses must be distributed based on the ratio of the costs incurred in the current year related to these activities.

The depreciation of the facilities, machinery, and transportation vehicles used jointly in property activities and activities that do not fall within this scope must be distributed according to the number of days they are used in each job.

Depreciation of fixed assets whose usage duration in which jobs cannot be determined will be subject to distribution together with common general expenses.

Example 2: (B) Real Estate Investment Trust A.Ş. has a cost of 9,000,000 TL related to its property activity in 2025, while the cost incurred due to its other activities is 1,000,000 TL.

The common general expenses of the Trust are 500,000 TL.

In this case, the non-residential income subject to profit distribution will be determined as [500,000 x (9,000,000 / 10,000,000)] 450,000 TL, taking into account the common general expenses.

In cases where the profit is distributed after the specified period, the mentioned exemption cannot be utilized.

It is natural that funds and partnerships that cannot include properties in their portfolio or assets due to their field of activity and cannot carry out construction projects will not have the mentioned income, and therefore the condition for profit distribution will not be sought for these funds and partnerships.

On the other hand, for funds and partnerships that obtain property income in any way, the condition for profit distribution will be sought regarding those profits.

In determining the profit to be distributed, the legal reserves that corporations are required to allocate under the Turkish Commercial Code may be taken into account, and the profit after deducting the legal reserve amount attributable to property income will be subject to distribution at a rate of 50%.

Since adding profit to capital is not considered profit distribution, it is not possible to meet the condition for profit distribution by adding profit shares to capital.

It is possible to distribute profits based on the net distributable profit determined according to the capital market legislation.

However, the net distributable profit must not exceed the profit amount determined within the scope of the records kept according to the Tax Procedure Law.

If the net distributable profit determined according to the capital market legislation is lower than the profit determined according to the records kept under the Tax Procedure Law, the net distributable profit determined according to the capital market legislation will be taken into account.

Example 3: (C) Real Estate Investment Trust A.Ş. has obtained a profit of 8,000,000 TL from properties in 2025.

According to capital market legislation, the net distributable profit of the Trust is 7,000,000 TL; however, the net distributable profit determined according to the records kept under the Tax Procedure Law is 5,000,000 TL.

Accordingly, unless otherwise stated in the relevant legislation, the net distributable profit of the Trust will be taken as 5,000,000 TL, and it will be necessary to distribute half of this amount to benefit from the exemption, considering that this amount is accepted as entirely derived from property income.

ARTICLE 2- The following section has been added after the section titled “5.17. Expenses attributable to exempted profits cannot be deducted from other profits” of the same Communiqué.

“5.18. Evaluation of profits and losses in exemption applications In cases where the exemption is allocated to a specific activity in terms of corporate tax, the relevant activity must be evaluated as a whole, and the profit must be determined within this whole.

In exemptions applied on a transaction basis, profit and exemption are determined on a transaction basis.

Activity-based exemptions relate to the profits arising from all activities on the same exemption subject evaluated together in a fiscal period.

Some of the exemptions falling within this scope are as follows.

Exemption of profits of investment funds and partnerships (excluding profits obtained from properties) (Article 5/1-d of Law No. 5520)

Exemption of foreign branch profits (Article 5/1-g of Law No. 5520)

Exemption of profits from foreign construction, repair, assembly, and technical services (Article 5/1-h of Law No. 5520)

Exemption of education and training profits (Article 5/1-ı of Law No. 5520)

Exemption of return profits (Article 5/1-i of Law No. 5520)

Exemption of profits related to management companies in the taxation of foreign fund profits (Article 5/A of Law No. 5520)

Exemption of industrial property rights sales profits (Article 5/B of Law No. 5520)

Exemption of profits obtained from the operation of ships registered in the Turkish International Ship Registry (Article 12 of Law No. 4490)

Exemption of profits obtained in free zones (Temporary Article 3 of Law No. 3218)

Exemption of profits obtained in technology development zones (Temporary Article 2 of Law No. 4691)

Exemption in the profits obtained from R&D and innovation activities of research infrastructures (Temporary Article 1/a of Law No. 6550)

Example 1: (A) A.Ş. is conducting software, design, and R&D activities under different projects in the technology development zone.

The company has generated a profit of 2,500,000 TL from the 1st R&D project and incurred a loss of 1,000,000 TL from the 2nd R&D project in the 2025 fiscal period.

Accordingly, since the activities carried out in the technology development zone will be evaluated as a whole in the fiscal period, the losses arising from the projects within the exemption scope must be offset against the profits from this scope, and the profit obtained from this activity (2,500,000 - 1,000,000) 1,500,000 TL will be exempt from corporate tax under the Temporary Article 2 of Law No. 4691 and this amount will be written in the relevant exemption line of the declaration.

Transaction-based exemptions relate to profits arising separately from each transaction within the fiscal period.

Some of the exemptions falling within this scope are as follows.

Exemption of participation profits (Article 5/1-a of Law No. 5520)

Exemption of foreign participation profits (Article 5/1-b of Law No. 5520)

Exemption of profits from the sale of foreign participation shares (Article 5/1-c of Law No. 5520)

Exemption of profits from emission premiums (Article 5/1-ç of Law No. 5520)

Exemption of profits from the sale of properties, participation shares, and funds (Article 5/1-e of Law No. 5520)

Exemption of profits from the sale of properties or participation shares of those who are indebted to banks, financial leasing or financing companies, or the Savings Deposit Insurance Fund (Article 5/1-f of Law No. 5520)

Exemption of profits from sale-leaseback transactions (Article 5/1-j of Law No. 5520)

Exemption of profits obtained from asset leasing transactions (Article 5/1-k of Law No. 5520)

Exemption of profits arising from the disposal of product certificates regulated under the Law on Licensed Warehousing of Agricultural Products (Temporary Article 76 of Law No. 193)

Example 2: (B) A.Ş. sold two separate properties in its assets to the creditor bank in exchange for its debt to the bank in the 2025 fiscal period.

The company generated a profit of 3,500,000 TL from the first sale transaction and incurred a loss of 1,500,000 TL from the second sale transaction.

Accordingly, the profit or loss arising from each sale transaction will be considered separately under the scope of the first paragraph of Article 5 of the Corporate Tax Law, and the profit of 3,500,000 TL from the first property sale will be exempt from corporate tax, while the loss of 1,500,000 TL from the second property sale will be written in the line of non-deductible expenses in the declaration.

ARTICLE 3- The phrase “only” in the section numbered “10.6.5.1.” of the same Communiqué has been supplemented with the phrase “with the fourth temporary taxation period.”

ARTICLE 4- The following section has been added after the section titled “32.5.6. Exemptions and deductions not deducted from corporate income in the calculation of domestic minimum corporate tax” of the same Communiqué.

“32.5.7. Determination of the investment contribution amount deducted from the minimum corporate tax The investment contribution amount deducted from the minimum corporate tax calculated according to Article 32/C of the Corporate Tax Law is determined by taking into account the investment amount recorded in the investment incentive certificates existing before 2/8/2024, and increases resulting from revisions made in the investment incentive certificate after this date are not included in the calculation.

Accordingly, taxpayers who obtained the investment incentive certificate before 2/8/2024 and revised it after this date may determine the taxes not collected according to Article 32/A by taking into account the investment contribution amount before 2/8/2024 or by making proportional calculations.

Example: (A) The investment amount recorded in the investment incentive certificate obtained by A.Ş. before 2/8/2024 is 10,000,000 TL, and the investment contribution rate is 30%.

The company revised the investment incentive certificate after 2/8/2024 and increased the investment amount to 15,000,000 TL.

Accordingly, the investment contribution amount before 2/8/2024 (10,000,000 x %30) is 3,000,000 TL; the additional investment contribution amount added after 2/8/2024 (5,000,000 x %30) is 1,500,000 TL; the total investment contribution amount is (3,000,000 + 1,500,000) 4,500,000 TL.

The company has used 500,000 TL of the investment contribution amount before the 2025 fiscal period.

(A) A.Ş.’s commercial balance profit for the 2025 fiscal period is 3,000,000 TL, and the non-deductible expense is 500,000 TL.

The taxable base subject to reduced corporate tax due to the investment incentive certificate declared by the taxpayer corporation for the 2025 fiscal period is 750,000 TL, and the reduced tax rate is 5%.

The corporation has also deducted 2,700,000 TL of cash capital interest from its taxable base.

In the corporate tax return submitted by the taxpayer corporation for the 2025 fiscal period; the tax not collected according to the incentive certificate (750,000 x %20) is 150,000 TL, the tax calculated on the taxable base subject to the reduced rate (750,000 x %5) is 37,500 TL, the general taxable base (800,000 – 750,000) is 50,000 TL, and the tax calculated on the general taxable base (50,000 x %25) is 12,500 TL, the calculated corporate tax (37,500 + 12,500) is 50,000 TL (before deduction) minimum tax [(3,000,000 + 500,000) x %10] is determined as 350,000 TL.

From the minimum tax, the investment contribution amount calculated according to the certificate recorded before 2/8/2024 may be deducted first or the amount determined by proportional calculation may be subject to deduction.

Method 1: It is possible to deduct the entire 150,000 TL from the investment contribution amount calculated according to the certificate recorded before 2/8/2024, which is 3,000,000 TL.

Thus, the remaining [3,000,000 – (500,000 + 150,000)] 2,350,000 TL investment contribution amount will continue to be deducted from the minimum tax in future corporate tax returns, and after the use of the investment contribution amount of 3,000,000 TL, the investment contribution amount cannot be deducted from the minimum tax.

Accordingly, the minimum tax for the company in the 2025 period will be determined as (350,000 – 150,000) 200,000 TL.

Method 2: It is also possible to consider the 150,000 TL based on the investment contribution amounts determined according to the investment amounts recorded in the certificates before and after 2/8/2024.

Thus, the amount attributable to the investment contribution amount calculated according to the certificate before 2/8/2024 will be [150,000 x (3,000,000 / 4,500,000)] 100,000 TL, and the amount attributable to the investment contribution amount calculated according to the certificate after 2/8/2024 will be [150,000 x (1,500,000 / 4,500,000)] 50,000 TL.

Accordingly, the calculated minimum tax for the company will be (350,000 – 100,000) 250,000 TL.

On the other hand, the remaining [3,000,000 – (500,000 + 100,000)] 2,400,000 TL investment contribution amount will continue to be deducted from the minimum tax in future corporate tax returns.

It is natural that the 50,000 TL attributable to the investment contribution amount calculated according to the revised certificate cannot be deducted from the minimum tax.

The investment contribution amount used by the taxpayer in the 2025 fiscal period will be 150,000 TL in any case.

ARTICLE 5- This Communiqué shall enter into force on the date of publication.

ARTICLE 6- The Minister of Treasury and Finance shall execute the provisions of this Communiqué. (09.04.2026)