This study has been compiled from analyses of court decisions presented as an answer to the question, “what a concordat project should contain.” The study examines the legal, material, and procedural elements that a concordat project must possess within the framework of the Enforcement and Bankruptcy Law (EBL), in light of the prominent justifications in court rejection and approval decisions. The analysis aims to reveal both the formal requirements of the project and the substantive qualities necessary for its success.
The examined court decisions provide a consistent framework regarding the fundamental characteristics of a successful concordat project. The main findings can be summarized as follows:
Full Compliance with the Legal Framework (EBL Art. 286): The concordat project must fully include all elements specified in EBL Art. 286/1-a. These elements are; the rate or term at which debts will be paid, the extent to which creditors will waive their claims, whether existing assets will be sold, and how the necessary financial resources will be provided for the continuation of operations.
Principle of Independence and Originality: One of the most frequently emphasized grounds for rejection in court decisions is the project’s lack of independence. In particular, projects submitted by real persons who are company partners or guarantors are not accepted if they are made dependent on the company’s concordat project. The project is rejected if it “does not contain any specific concordat measures or objectives” for each debtor.
Concreteness, Realism, and Practicability: The project should not contain “abstract wishes and aspirations”; it must present a concrete, realistic, and implementable financial recovery plan. How the financial resource will be provided (capital increase, loan, sale of assets, etc.) must be clearly explained and the project’s chance of success must be based on objective data.
Compliance with Confirmation Conditions (EPL Art. 305): For the project to be finally confirmed, it must meet the cumulative conditions specified in EPL Art. 305. These include; the offer being greater than the amount creditors would receive in case of the debtor’s bankruptcy, the offer being proportionate to the debtor’s resources and fundamental conditions such as its acceptance by the required majority at the creditors’ meeting.
1. Legal Framework and Mandatory Content of the Composition Preliminary Project
Court decisions unanimously emphasize that the preliminary project, which forms the basis of the composition request, must fully contain the elements listed in EPL Art. 286. The text of the law has been directly quoted in many decisions: “a preliminary composition project indicating at what rate or maturity the debtor will pay its debts, to what extent creditors will waive their claims in this context, whether the debtor will sell its existing assets to make payments, and how the financial resources necessary for the debtor to continue its activities and make payments to its creditors will be provided through capital increase, loan acquisition, or another method” (Bakırköy 2nd Civil Court of Commerce, 2025/20).
In addition to this core content, other documents that must be submitted as an annex to the project’s petition are also critically important for the validity of the request. These include; documents showing the debtor’s assets (balance sheet, income statement, cash flow statement), a list showing creditors and their claim amounts, a comparative table with the bankruptcy scenario, and an independent audit report providing reasonable assurance that the proposal will be realized (Istanbul 1st Commercial Court of First Instance, 2024/175; Kayseri 1st Commercial Court of First Instance, 2025/324). The absence of these documents can even lead to the procedural rejection of the case.
2. Requirement for the Project to be Independent and Original
The most common reason for rejection in the examined decisions is that the projects submitted by individual debtors (usually company guarantors) are dependent on the project of the principal debtor company. Courts emphatically state that each debtor’s financial situation and the conditions for approval must be assessed independently.
This principle was clearly set forth in a decision by Bakırköy 2nd Commercial Court of First Instance: “While the plaintiff’s concordat requests and projects should be independent of the company’s concordat request and project, and the conditions for concordat approval should be evaluated independently, it was found that there was no concordat project independent of the debtor company, the project contained no specific concordat measures or targets of its own, and it was entirely based on the debtor company’s preliminary project.” (Bakırköy 2nd Commercial Court of First Instance, 2025/220).
In this context, it is mandatory for the debtor in the guarantor position to “clearly state at what rate or maturity they will pay the guarantee debt, whether they will sell their existing assets to make payments, and how they will provide the necessary financial resources to make the guarantee debt payment” (Istanbul 3rd Commercial Court of First Instance, 2021/810). Linking the success of the project to the success of another debtor’s project is contrary to the purpose of the concordat institution and leads to the rejection of the request.
3. The Project Must Be Realistic, Concrete, and Implementable
Courts meticulously examine the content of the project to prevent the concordat request from being used merely as a tool to gain time for the debtor or to escape enforcement proceedings. It is emphasized that the project “must make a continuous and permanent recovery plausible with the help of the concordat project” (Kayseri 1st Commercial Court of First Instance, 2025/91).
Therefore, the financial resources presented in the project must be concrete and accessible. In decisions, concrete steps such as “partners bringing in new capital, converting personal assets into cash and bringing them to the company, taking on new partners by increasing capital, and the enterprise finding a loan from a bank” have been shown as examples of financial resource generation methods (Istanbul Regional Court of Justice 45th Civil Chamber, 2025/840). The project’s chance of success is evaluated based on objective data such as the debtor’s assets, income, and commitments. Commissioner reports play a key role in scrutinizing the realism and feasibility of the project. Projects based on unrealistic profit forecasts, interest rates inconsistent with market conditions, or uncertain resources are rejected due to a low chance of success (Kayseri 1st Civil Court of Commerce, 2025/250).
4. Confirmation Stage and EBL Article 305 Conditions
For a project to be confirmed, it is not sufficient for it to meet the legal requirements and be accepted by the creditors. The court is obligated to ex officio investigate the existence of the conditions listed in EBL Article 305. In the reviewed decisions, these conditions have been frequently reiterated:
The proposed amount must be greater than the probable amount creditors would receive in case of the debtor’s bankruptcy.
The proposed amount must be proportionate to the debtor’s resources.
The project must have been accepted by the majority as stipulated in EBL Article 302.
Ensuring that privileged claims are fully paid or secured.
Deposit of court costs and confirmation fee.
All of these conditions must be present together. For example, if the offer is not proportionate to the debtor’s resources or does not present a more advantageous situation compared to bankruptcy, it prevents the approval of the project, even if other conditions are met (İzmir Regional Court of Justice 17th Civil Chamber, 2021/2403). A writing suggestion.
Conclusion
The analysis of judicial decisions reveals that the preparation of a concordat project is a multifaceted and meticulous process. A successful project is not merely a document that fulfills the formal requirements specified in Article 286 of the EBL, but also a realistic and implementable recovery plan that analyzes the debtor’s financial situation based on concrete data.
Courts specifically seek for the project to be independent and original for each debtor, to be based on concrete financial resources and to offer a prospect of lasting recovery . Projects based on corporate concordat, containing abstract promises, and solely aiming to halt enforcement proceedings are consistently rejected. Therefore, it is vitally important for debtors applying for concordat to exercise utmost care regarding the content quality and credibility of the project, in addition to full compliance with legal requirements, for the success of the process.
Why is Expert Concordat Lawyer Support Necessary?
The preparation of a concordat project is an extremely complex and specialized process in terms of financial analysis, debt management, legal requirements, and the technical criteria sought by courts. All judicial decisions are consistent that incorrectly prepared projects, incomplete documents, individual projects dependent on a company project, unrealistic financial resources, or violations of the provisions of Articles 286–305 of the EBL are direct grounds for rejection. Therefore, the success of a concordat application is only possible if the process is managed by an expert concordat lawyer.
An expert concordat lawyer:
Ensures that the project fully meets the mandatory elements in Article 286 of the EBL,
Ensures the creation of an independent and original project specific to the debtor,
Ensures the concrete and documented presentation of financial resources such as capital, credit, and asset sales,
Ensures the proper guidance of the commissioner and expert witness process,
Ensures strategic planning for securing the majority of creditors,
Ensures that all criteria independently investigated by the court during the approval stage are met.
Failure to professionally manage this technical process can lead to severe consequences, including the rejection of the concordat, the lifting of the stay of execution, and the direct bankruptcy of the debtor.
2M Law Firm, based in Istanbul–Tuzla, provides professional support with expert concordat lawyers in the Pendik, Kartal, Maltepe, Ataşehir, Kadıköy, Darıca, Gebze, Dilovası, Çayırova, Şekerpınar, and Tepeören regions, covering concordat project preparation, application, temporary/final moratorium, and approval processes.
