Types of Liquidation

Voluntary or mandatory — we cover both.

Turkish commercial law provides two main routes to dissolve a company. The vast majority of cases proceed voluntarily.

Most Common

Voluntary Liquidation

The shareholders collectively decide to dissolve the company. This is the standard route when the business is winding down by choice — no court involvement is required.

✓Initiated by shareholders' resolution
✓Liquidator appointed by shareholders
✓Creditors notified via gazette announcements
✓Assets distributed after all debts settled
✓Minimum timeline: ~3 months (gazette requirements)

Court-Ordered

Mandatory Liquidation

Ordered by a court — typically where the company has ceased operations, is unable to hold a valid general assembly, or a creditor has obtained a court judgment.

→Initiated by court order or public authority
→Liquidator appointed by the court
→Proceedings supervised by the court
→More complex and potentially longer timeline
→We assist with legal representation

Voluntary Liquidation Process

Eight steps to a clean wind-down.

Turkish Commercial Code prescribes a specific sequence. Skipping or rushing any step creates legal risk — we make sure every requirement is met in order.

Shareholders' Resolution to Dissolve

The General Assembly passes a resolution to dissolve the company. For Ltd. Şti., this requires a qualified majority. We draft the agenda, minutes, and all related documents.

Qualified majority voteNotarized GA minutesTrade Registry notification

Liquidator Appointment & Registration

One or more liquidators are appointed — typically existing managers or an external professional. The liquidator's appointment is registered with the Trade Registry and published in the Turkish Trade Registry Gazette.

Liquidator designationTrade Registry filingGazette publication

Creditor Announcements (×3)

Turkish law requires three separate announcements in the Turkish Trade Registry Gazette inviting creditors to submit their claims. Each announcement must be at least seven days apart. Creditors then have one month from the last announcement to file claims.

3 gazette announcements7-day intervals minimum1-month creditor claim period

Debt Settlement & Asset Realization

The liquidator collects all outstanding receivables, sells any company assets, and pays all verified creditor claims in order of priority. Tax liabilities and employee obligations are settled first.

Tax clearance certificateEmployee settlementSGK deregistration

Liquidation Balance Sheet & Final Accounts

The liquidator prepares final accounts showing the settlement of all liabilities and the residual assets available for distribution. These accounts are submitted to shareholders for approval.

Final balance sheetLiquidation reportShareholder approval

Distribution of Remaining Assets

After all debts are paid and creditor claim periods have expired, any remaining assets are distributed to shareholders in proportion to their shareholdings.

Pro-rata distributionShareholder receipts

Final General Assembly & Discharge

Shareholders convene a final General Assembly to approve the liquidation accounts, discharge the liquidator from liability, and formally confirm that the liquidation is complete.

Final GA minutesLiquidator dischargeNotarization

Deregistration from All Registries

The company is struck off the Trade Registry — triggering automatic deregistration from the tax office, social security registry, and chamber of commerce. The legal entity ceases to exist.

Trade Registry deregistrationTax office closureFinal gazette publication

⏱

Minimum timeline is approximately 3 months. The three mandatory gazette announcements with legally prescribed intervals mean the liquidation process cannot be completed faster — even if all parties are in agreement and there are no creditor claims. We manage the timeline precisely to avoid unnecessary delays.

Key Considerations

What to resolve before you begin.

A clean liquidation requires clearing obligations across multiple registries. We coordinate all of them.

Tax Clearance

All outstanding tax returns must be filed and tax debts paid. A clearance letter from the tax office is required before deregistration.

Employee Obligations

Outstanding salaries, severance pay, and notice periods must be settled. SGK employer registration must be formally closed.

Bank Account Closure

All company bank accounts must be closed and balances transferred before the final liquidation step can be completed.

Ongoing Contracts

Lease agreements, service contracts, and licences must be terminated or transferred. We advise on proper wind-down notices.

Book Preservation

Turkish law requires company books and records to be preserved for 10 years after liquidation. We advise on compliant archiving.

Pending Litigation

Outstanding legal claims — as plaintiff or defendant — must be resolved or transferred before the company can be fully struck off.

Liquidating Turkish Companies