*This Article was originally published in Legal Industry Reviews
Edition 6 N'1| July 2024 | Türkiye
Overview
Following the Central Bank of the Republic of Turkey's decision to raise interest rates to curb inflation, the cost of local borrowing for companies in Turkey has increased. As a result, companies may choose to obtain foreign currency loans from international banks to secure credit at more favorable costs. By the end of April 2024, the total amount of loans procured by the private sector from abroad increased by $1 billion from the end of 2023, reaching $165.1 billion, according to the Central Bank's data.
Obligations to Comply With
Companies must meet several conditions under Decree No. 32 on the Protection of the Value of Turkish Currency and the Capital Movements Circular to procure foreign currency loans from abroad. Generally, a company must have foreign currency income to obtain such loans. However, companies with a loan balance of $15 million or more at the time of loan utilization can secure foreign currency loans without foreign currency income.
For companies with foreign currency income and a loan balance below $15 million, the desired loan amount plus the existing loan balance must not exceed the total foreign currency income of the last three fiscal years. Companies with a loan balance exceeding $15 million and having foreign currency income are not subject to this restriction.
To procure foreign currency loans from abroad, companies must generally utilize these loans through banks located in Turkey. In other words, a bank residing in Turkey must act as an intermediary for such loan utilization. However, in exceptional cases such as where companies use these loans directly abroad for their overseas operations or for refinancing previously procured loans, the loan does not need to be brought to Turkey through a bank located in Turkey.
The intermediary bank for the foreign loan must obtain a copy of the loan agreement and repayment schedule from the borrowing company and monitor whether the loan is repaid. Therefore, for the repayment of loans procured from abroad by residents of Turkey, the borrower must present the loan agreement, which includes details such as the loan term and interest rate, to the bank acting as an intermediary for the repayment.
In addition, foreign currency loans can be disbursed to an account in the borrower's name at the creditor bank and then transferred to the company's account at the intermediary bank in Turkey, provided a letter from the foreign creditor is submitted.
For syndication loans procured from foreign banks with a Turkish bank acting as an agent, provided that the agent bank is not a participant in the syndication, the loan is still considered a foreign currency loan from abroad and subject to external loan regulations.
Exceptions
Certain loans are exempt from these general requirements, including:
Foreign currency borrowings of public institutions, banks, financial leasing companies, and financing companies
Borrowings under an investment incentive certificate allowing borrowing in foreign currency
Borrowings to finance PPP projects
Loans for financing renewable energy investments under certain conditions
Intercompany loans where a wholly owned Turkish subsidiary borrows from the parent or its wholly owned affiliates
Conclusion
In conclusion, companies in Turkey must comply with the obligations set forth in the relevant legislation when utilizing foreign currency loans from abroad. Failure to do so may result in sanctions and reporting to the Ministry of Treasury and Finance due to improper loan utilization.
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