Turkey: Has The Liquidation Of Companies Become Easier?

Last Updated: 21 January 2014
Article by Sena Uz

In Turkey, setting up a company is a well-known and straightforward procedure whilst liquidation of a company is a long and complicated procedure with challenges. Due to the long and challenging nature of the liquidation process, the number of inactive companies in Turkey has increased substantially in recent years, which complicates determining the scope of business activity. Accordingly, the Turkish Commercial Code No. 6102 ("TCC"), which entered into force on July 1, 2012, introduced simplified liquidation procedure for inactive joint stock and limited liability companies as well as cooperatives in order to delete their commercial title from the trade registry records. Within the scope of Temporary Article 7 of the TCC and the provisions of the Communiqué on Liquidation and De-registration of Joint Stock and Limited Liability Companies and Cooperatives that They Are or Deemed as Dissolved From the Records of the Trade Registry ("Communiqué"), it has become easier to liquidate and delete the trade registry records of inactive companies which cannot enter into liquidation for several reasons. Following these regulations, commercial titles of 124,142 companies and cooperatives have been deleted from the trade registry records as of today.

As per Temporary Article 7 of the TCC and the Communiqué, joint stock and limited liability companies and cooperatives that meet at least one of the criteria set forth under Temporary Article 7 may benefit from the simplified liquidation procedure within two years as of the enforcement date of the TCC (July 1, 2014) without following the liquidation methods set out in the relevant laws.

In practice, the main criteria enabling companies to be evaluated within the scope of Temporary Article 7 of the TCC are as follows: (i) joint stock companies and cooperatives which failed to hold ordinary general assembly meetings for the last five years consecutively for whatsoever reason and (ii) joint stock and limited liability companies which are dissolved before the enactment of the TCC (July 1, 2012) or within two years as of the enactment of the TCC.

In addition, as per the relevant provisions of the TCC, the minimum capital amount is determined as TRL 50,000. for joint stock companies and TRL 10,000. for limited liability companies. Consequently, companies, capitals of which are below such amount, should realize a capital increase until February 14, 2014. Otherwise, companies failing to realize capital increase until such date shall be considered as dissolved within the scope of Temporary Article 7 of the TCC.

Companies and cooperatives that are considered within the scope of Temporary Article 7 cannot benefit from the simplified liquidation procedure if they are acting as party in pending lawsuits as plaintiffs or defendants.


As per Article 6 of the Communiqué, the relevant trade registry office shall determine the companies and cooperatives that may be considered within the scope of the simplified liquidation procedure through an ex officio investigation on trade registry records and it shall send a warning to their registered addresses and the persons authorized to represent and bind the company or cooperative according to their trade registry records. Such warning shall also be sent to the Directorate of Turkish Trade Registry Gazette for announcement. If the warning is not received by the addressee, the announcement shall be deemed as notification as of the thirtieth day following such announcement. In addition, the said announcement shall be published on the website of the relevant trade registry.

As per Article 7 of the Communiqué, the warning to be sent to the dissolved companies due to their failure to realize capital increase to the amount indicated above should state that the executives/auditors/managers of the company must inform of the liquidators within two months as of the notification date, otherwise the commercial title of the company shall be deleted from the trade registry records and the assets of the company shall be transferred to the Treasury after ten years following such deletion and this situation should be written to the warning.


Liquidators may be elected among the shareholders or executives of a company or cooperative or a third party may be appointed as a liquidator. If a third party is appointed as a liquidator, a written declaration regarding his/her acceptance of such duty must be submitted to the relevant trade registry office. As per Article 536 of the TCC, at least one of the liquidators must be a Turkish citizen and reside in Turkey.


Liquidators and liquidation address of companies and cooperatives which appoint liquidators within due time, shall be registered by the relevant trade registry office and announced in the Turkish Trade Registry Gazette and on the website of the relevant trade registry. In this announcement, the creditors of the company or cooperative shall be invited to notify liquidators of their receivables with evidence within two months as of the announcement date. The announcement should also state that the existing assets of the company or cooperative and the list indicating receivables and debts shall be submitted to the relevant liquidator with documents by the member (s) of the board of directors, auditors of the joint stock company or cooperative or the manager(s) of the limited liability company within one month as of the announcement date.

If companies and cooperatives fail to reply the warning and announcement within due time, notify of their liquidators, comply with the laws or provide information that they are conducting activities, these companies and cooperatives' commercial title shall be automatically deleted by the relevant trade registry office. Companies and cooperatives, the commercial titles of which are deleted automatically, shall be announced in the Turkish Trade Registry Gazette and the website of the relevant trade registry office.


In case that the records of a company or cooperative have been deleted from the trade registry, creditors and persons having legal benefits may apply to the court within five years as of the deletion date and demand to re-create the company or cooperative based on justifiable grounds.

As per Temporary Article 7, the assets of a company or cooperative shall be transferred to Treasury after ten years following the deletion date provided that the commercial title of such company or cooperative has been deleted without following the liquidation process. Treasury shall not be held liable for the debts of such companies and cooperatives. The provisions of the TCC or the Law on Cooperatives shall be applied to the liabilities of the liquidators provided that the provisions in specific laws are reserved.

The debts of the company or cooperative shall not prevent the deletion of commercial title from the trade registry records automatically. Legal representatives of joint stock companies and cooperatives and shareholders of limited liability companies shall continue to be liable from public debts regarding the period before the deletion date within the scope of the Law on the Procedure of Collection of Public Receivables No.6183.


Companies and cooperatives that meet at least one of the criteria set forth under Temporary Article 7 of the TCC may benefit from the simplified liquidation procedure until July 1, 2014. In practice, the most common reason for deletion of commercial title from the trade registry records is not to hold ordinary general assembly meetings for the last five years consecutively. Such situation is of a crucial importance especially for foreign capital companies which failed to hold general assembly regularly.

Since these companies generally do not have representatives in Turkey, the abovementioned warning cannot be delivered to the addressee and thus, companies cannot be informed of the deletion of commercial titles from the trade registry. Therefore, trade registry records of companies which may be considered within the scope of Temporary Article 7 of the TCC should be controlled in order to determine their current status.

In line with the foregoing, the tax dimension of the simplified liquidation procedure should also be considered. Having said that, there is no explicit regulation as to how the tax records of the companies, which are considered within the mentioned scope, shall be deleted. Since the automatic deletion to be realized within the framework of the TCC and Communiqué shall not be binding in terms of Tax Procedural Law No.213, the transaction before the relevant tax office shall be realized in accordance with the provisions of Tax Procedural Law No.213.

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.