Company Liquidation and Closure

Liquidation and Closure Process

1. 01

   Dissolution Resolution and Registration

   The general meeting resolves to dissolve the company and enter liquidation; the resolution is registered with the trade registry and announced. (Turkish Commercial Code No. 6102, Art. 529, 532) This registration date is also the start date of liquidation for tax purposes. (Corporate Tax Law No. 5520, Art. 17/1-a)

   • General meeting resolution on dissolution and appointment of the liquidators
   • Balance sheet and trial balance as of the date of entering liquidation
   • Details of shareholders, managers and the liquidation address
2. 02

   Appointment of Liquidators

   If no separate liquidator (tasfiye memuru) has been appointed by the articles of association or a general meeting resolution, the liquidation is carried out by the board of directors. Liquidators may be shareholders or third parties and are registered with the trade registry and announced. (Turkish Commercial Code No. 6102, Art. 536/1, 536/2)

   For companies with foreign shareholders: At least one of the liquidators authorised to represent the company must be a Turkish citizen resident in Türkiye. (Turkish Commercial Code No. 6102, Art. 536/4)

3. 03

   First Inventory and Balance Sheet

   As soon as they take up their duties, the liquidators examine the company’s position at the start of the liquidation; with expert support if necessary, they draw up an inventory and balance sheet showing the assets and financial position and submit them to the general meeting for approval. After approval, the goods, documents and books listed in the inventory are taken over by the liquidators. (Turkish Commercial Code No. 6102, Art. 540)

4. 04

   Call to Creditors

   Persons who appear from the books and documents to be creditors and whose addresses are known are informed by registered letter, and other creditors by three announcements at one-week intervals in the Turkish Trade Registry Gazette (Türkiye Ticaret Sicili Gazetesi), on the company’s website and in the manner provided in the articles of association, that the company has been dissolved, and they are called on to declare their claims. (Turkish Commercial Code No. 6102, Art. 541/1)

   If known creditors do not come forward, the amount of their claim is deposited with a bank to be designated by the Ministry; the amount needed to cover debts not yet due or in dispute is deposited with a notary, unless these debts have been adequately secured. (Turkish Commercial Code No. 6102, Art. 541/2, 541/3)

5. 05

   Liquidation Work and Period Returns

   The liquidators complete ongoing business, collect receivables, convert assets into cash and pay debts; they cannot enter into any new transaction not required by the liquidation. If it becomes clear that the company’s debts exceed its assets, the commercial court of first instance (asliye ticaret mahkemesi) is notified immediately. (Turkish Commercial Code No. 6102, Art. 542/1)

   If liquidation extends over more than one calendar year, the period from the start of liquidation to the end of the year and each following calendar year are separate liquidation periods. (Corporate Tax Law No. 5520, Art. 17/1-a) The return for each period is filed by the liquidators within the periods set out in Article 14 of the Law. (Corporate Tax Law No. 5520, Art. 17/2) According to the GİB 2026 guide, this deadline is the evening of the last day of the fourth month following the month in which the liquidation period ends.

6. 06

   Distribution and Waiting Period

   After the debts have been paid and the share amounts returned, the remaining assets are, unless the articles of association provide otherwise, distributed among the shareholders in proportion to the capital they paid and their privileges, as a rule in cash. The remaining assets cannot be distributed until three months have passed from the date of the third call to creditors; if there is no risk to creditors, the court may permit distribution before this period expires. (Turkish Commercial Code No. 6102, Art. 543)

   The liquidators cannot make distributions to shareholders without setting aside a provision for the corporation’s taxes in line with Article 207 of the Enforcement and Bankruptcy Law; otherwise they are personally and jointly and severally liable for these taxes. (Corporate Tax Law No. 5520, Art. 17/7)

7. 07

   Final Balance Sheet, Final Return and Inspection Request

   At the end of liquidation, a final balance sheet is drawn up and submitted to the general meeting. (Turkish Commercial Code No. 6102, Art. 542/1-d) The return for the period in which the liquidation ends is filed with the corporation’s tax office within thirty days of the date on which the liquidation is concluded; the balance sheet, the income statement and a detailed list of the cash and other assets distributed to the shareholders are attached to the return. (Corporate Tax Law No. 5520, Art. 17/2, 17/3)

   Together with the liquidation return, the liquidators request by petition that the transactions be inspected with respect to the tax laws. The inspection begins within three months of the petition at the latest; the liquidators’ liability continues until the result is obtained. The Ministry is authorised not to have an inspection carried out according to the criteria in the Law. (Corporate Tax Law No. 5520, Art. 17/8, 17/10)

8. 08

   Deletion and Cessation of Business

   On completion of the liquidation, the liquidators request the Trade Registry Directorate (ticaret sicili müdürlüğü) to delete the company’s trade name from the registry; the deletion is registered and announced. (Turkish Commercial Code No. 6102, Art. 545/1) The notification of cessation of business is made to the tax office within one month of the date of the event. (Tax Procedure Law No. 213, Art. 160, 168)

   The company’s documents, including the books and the documents relating to the liquidation, are kept for ten years. (Turkish Commercial Code No. 6102, Art. 544, 82/5)