A shareholders’ resolution does not close a Turkish company. A Ltd. Şti. or A.Ş. stays on the trade register as “tasfiye halinde” until a liquidator has called creditors, settled debts and obtained deletion (terkin). The statutory floor is about four months: three announcements one week apart, then three months after the third call under Article 543 of the Turkish Commercial Code No. 6102, as amended by Law No. 6728. A clean liquidation in practice takes six months to eighteen months.
RT-Union handles liquidation for European and other foreign shareholders: the resolution, the registry, the tax office, SGK and the bank.
When to liquidate instead of leaving the company dormant
Liquidate if the project is over and the registry entry is still live. Dormancy does not cancel tax returns, the accountant or penalties. The same applies if shareholders cannot exit, if a shell must be removed before a business sale, or if the tax office and SGK still expect filings from an inactive Ltd.
Legal basis
– Joint-stock companies (A.Ş.): Articles 529–548 of the Turkish Commercial Code No. 6102.
– Limited companies (Ltd. Şti.): Articles 636–644, with a reference to the A.Ş. rules in Article 643.
– Quorum: Article 421/3 for an A.Ş. and Article 621 for a Ltd. Usually at least two-thirds of the represented share capital, unless the articles are stricter.
– Creditor call: Article 541. Registered letters to known creditors and three announcements one week apart.
– Distribution of the residue: Article 543 as amended by Law No. 6728. As a rule, not before three months after the third call, unless a court allows an earlier distribution.
– Deletion: Article 545. After terkin, additional liquidation or a revival action (ihya) remains possible.
Until deletion, legal personality continues only for the liquidation. A foreign shareholder needs a power of attorney with an apostille and a sworn Turkish translation.
Steps to liquidate a Ltd. Şti. or A.Ş.
– Check litigation, tax, SGK, leases, bank accounts and directors’ guarantees.
– Shareholders’ resolution on dissolution and appointment of the liquidator.
– Registration and publication. The trade name adds “tasfiye halinde”.
– Opening inventory and balance sheet.
– Three creditor calls and letters to known creditors.
– Collect receivables, sell assets, pay debts. If assets are insufficient, the liquidator notifies the court.
– Wait out Article 543, approve the final balance sheet and release the liquidator.
– Close the tax file and SGK, delete the registry entry, retain the books.
Timeline and the cost of delay
A promise to close a Turkish Ltd. in a week is not legally credible. Three announcements and three months after the third call set a floor of about four months, and only if there is no dispute, tax audit or unrecovered VAT. Until the entry is deleted, the company still pays for an address, an accountant and missed filings.
What not to do
Do not distribute the residue to shareholders before the creditor period ends. Do not abandon the company and leave: the director’s duties do not stop. Strike-off does not forgive past tax or employment liabilities. If assets or a creditor appear after deletion, the creditor may seek revival (ihya).
FAQ
Must a dormant Turkish company still be liquidated? Yes, if it remains on the register. Zero activity does not cancel tax returns.
Can a company with debts be liquidated? Liquidation can start. If assets are insufficient, the liquidator notifies the court. Tax and employee debts are not written off automatically.
What happens to a foreign director after terkin? Ongoing company duties end. Liability for the period before liquidation is examined separately.
How long does Ltd. liquidation in Türkiye take? About four months at the statutory minimum under Articles 541 and 543. A usual file takes six to eighteen months.
RT-Union acts in Antalya, Istanbul, Ankara, Izmir and Alanya. +90 (552) 647-07-17, +7 (812) 210-00-77.
