Company liquidation in Türkiye (tasfiye): steps, creditors, tax office and deregistration

Closing a Turkish company is not a single filing. It is a sequence: a dissolution resolution, registration, creditor calls, payment of debts and taxes, distribution, and deletion from the trade registry. This guide lists the stages under the Turkish Commercial Code, shows where the tax office, SGK and the bank come in, and marks the points where figures differ between sources.

Dissolution resolution and registration

A Turkish company enters liquidation (tasfiye) when it is dissolved, most often by a general assembly resolution under the Turkish Commercial Code (TTK, Law No. 6102). For an Anonim Şirket (AŞ) and a Limited Şirket (Ltd) the procedure is largely the same, because Article 643 applies the joint-stock liquidation rules to limited companies.

Under Article 532 the board or the managers register and announce the dissolution at the trade registry (ticaret sicil). The company keeps its legal personality, adds the words in liquidation (tasfiye halinde) to its name and may only do what the liquidation requires. Decide early who will act as liquidator and whether leases, employees or bank commitments remain, as each adds a step. Prepare before the resolution:

• the dissolution resolution, signed by shareholders or by an attorney with an apostilled power of attorney;
• the articles of association and a current registry extract;
• the latest balance sheet and a list of employees, contracts and debts;
• the names of the proposed liquidators.

Liquidators, inventory and the creditor call

Unless the articles or a general assembly resolution appoint others, the board (AŞ) or the managers (Ltd) act as liquidators. Their appointment is registered and announced. Under Article 540 they draw up an inventory and an opening liquidation balance sheet and submit them to the general assembly.

Article 541 governs the call to creditors. Creditors known by address receive a registered letter. All others are called three times in the Trade Registry Gazette (TTSG), with the announcements about one week apart, plus the company website and any other form the articles require.

Amounts owed to known creditors who do not come forward are deposited at a bank. Disputed or undue debts are covered by a notary deposit or security. Liquidators who pay wrongly are liable for the loss under Article 553. Keep copies of every letter and announcement; the registry, the tax office and the bank may ask for them later.

Paying debts, tax office and SGK

Liquidators finish pending work, collect receivables, turn assets into cash and pay debts (Articles 538 and 542). If debts exceed assets they must notify the commercial court at once, and the court handles bankruptcy instead of liquidation. Keep a dated list of every payment so that the tax office and the final balance sheet match.

For tax purposes the liquidation period is governed by Article 17 of the Corporate Tax Law (KVK, Law No. 5520). Liquidators may not pay shareholders until public receivables are paid or set aside; otherwise they are personally liable for those taxes. They may ask the tax office (vergi dairesi) for an audit, and their responsibility continues until the result arrives. Employees are the other front:

• terminate employment contracts under Labour Law No. 4857 and pay severance and leave dues;
• file SGK exit notifications for every insured employee;
• ask the SGK office how it confirms that no debt remains; practice differs by office.

Waiting period, distribution and the bank account

After debts are paid and capital is refunded, the remaining assets go to shareholders in proportion to their paid-in capital, unless the articles say otherwise (Article 543). Distribution is allowed only after a statutory waiting period counted from the third creditor call; the court may allow it earlier if creditors face no risk.

The length of that period was shortened by amendments from the original one year, and published summaries disagree on the current figure. Read the current Article 543 on mevzuat.gov.tr before you plan dates.

Keep the bank account open until the last payment: taxes, SGK, creditors and the distribution all pass through it. Banks usually ask for the dissolution registration, proof of the liquidators’ authority and the final balance sheet before closing, and a transfer abroad to a foreign shareholder needs its own documents. Ask your accountant for a payment calendar so that nothing is paid from an account that is already closed or restricted.

Final balance sheet, deregistration and after closing

When the work is done, the liquidators submit the final liquidation balance sheet to the general assembly. On their request the company name is deleted from the trade registry (Article 545), and the deletion is registered and announced. The final liquidation tax return follows KVK Article 17; confirm the filing period with the tax office, because sources give different figures.

Books and documents are kept for ten years (Article 82). Under Article 547 the commercial court can re-register a closed company for additional liquidation (ek tasfiye) at the request of former liquidators, shareholders or creditors, for example when an unknown asset or debt appears later.

If a shareholder is a foreign company, keep certified copies of the registry deletion announcement, the final balance sheet and the tax office confirmation. Banks and foreign registries often ask for them when proceeds are transferred or the parent closes its own books.

Sources

• mevzuat.gov.tr — Turkish Commercial Code No. 6102 (Articles 529–547, 643) and Corporate Tax Law No. 5520 (Article 17)
• ticaret.gov.tr — Ministry of Trade: trade registry (ticaret sicil) and the Trade Registry Gazette (TTSG)
• gib.gov.tr — Revenue Administration: tax office procedures and e-filing
• alomaliye.com — secondary copy of tax guidance on taxation in liquidation (2004 text, check against current law)

Questions