Company liquidation in Turkey is the process that winds up a joint stock or limited company and removes it from the trade registry, lasting at least a year.
The process is governed by Articles 529 to 548 of the Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu, TTK), and the same rules apply to limited companies by reference. For many foreign shareholders, the question is no longer academic. A large number of Turkish companies set up by foreign investors over the past decade are dormant: no trading, an accountant still filing nil returns, a bank account nobody looks at. Those companies now sit in front of a date.
That date is 31 December 2026. Under Provisional Article 15 of the TTK, added by Law No. 7511, joint stock companies with capital below TRY 250,000 and limited companies with capital below TRY 50,000 that do not raise their capital by that date are deemed dissolved. No meeting, no filing, no notice is needed. The company simply crosses the date and enters a different legal state.
Foreign shareholders who reach us with a dormant company usually start with the basic question: What does company liquidation in Turkey actually involve? It involves a shareholders’ resolution to dissolve, the appointment of a liquidator, three public calls to creditors, a one-year waiting period, the payment of debts and taxes, the distribution of what remains, and finally deletion from the trade registry. Every step is registered and published. Nothing in it is optional.
The second question is about timing: When does the decision have to be made? Doing nothing is also a decision; after 31 December 2026, the law makes it for you. A company that misses the capital deadline is treated as dissolved and moves into liquidation without its owners choosing the route, the timing or the liquidator. The choice that exists today, to close the company properly or to keep it, narrows sharply once that date passes.
The third question is practical: Who acts for the company once it has been dissolved? A company in liquidation is dissolved, yet very much alive. It keeps its legal personality until the day it is deleted from the registry, it can still be sued, it still owes tax, and it still needs someone to sign for it. That person is the liquidator, and Turkish law requires at least one liquidator with representative authority to be a Turkish citizen resident in Turkey.
The fourth question is the one that decides the route: Which option fits a dormant company? There are three: liquidate voluntarily now, raise the capital to the new minimum and keep the company, or let the deadline pass and deal with the consequences under a liquidation that started by operation of law. Each has a different cost, a different timeline and a different level of control. The rest of this guide explains how to choose and what each path requires.
Oznur & Partners is an Istanbul-based international law firm that advises foreign investors on corporate structuring, exits and cross-border transactions, and is recognised by Legal 500 EMEA and Chambers and Partners 2026 in corporate immigration. We handle liquidations for shareholders who are abroad, from the dissolution resolution to the final deletion and the transfer of remaining funds.
⚖️ What happens when a Turkish company is liquidated?
When a Turkish company is liquidated, it stops its business, collects what it is owed, pays what it owes, distributes the remaining assets to its shareholders and is then deleted from the trade registry. Between dissolution and deletion, the company exists only for the purpose of winding up. Its trade name carries the addition “tasfiye hâlinde” (in liquidation) on every document it signs.
Dissolution and liquidation are two different moments, and confusing them is where most foreign shareholders lose time. Dissolution is the event that ends the company’s ordinary life: a shareholders’ resolution, the expiry of a fixed term, a court decision, or, from 1 January 2027 onwards, a missed capital deadline. Liquidation is the process that follows. Article 533 of the TTK is explicit: a dissolved company enters liquidation.
The legal personality survives that transition. A company in liquidation can open and close bank accounts, sell assets, sign settlements and appear in court. What it cannot do is start new business. The board of directors or managers lose their authority to the liquidator, who becomes the only person entitled to represent the company for the rest of its life.
For a foreign shareholder, the most important practical consequence is that the company does not disappear when it stops trading. A Turkish company with no activity still has a tax number, still owes annual filings, still appears in the registry and still exposes its directors to liability for anything left undone. Closing it properly is a project, not a formality, and it is the only route that ends those obligations. If you are weighing a broader exit from Turkey, our guide to exit strategies for foreign investors places liquidation alongside the other options.
⚖️ What does the 31 December 2026 capital deadline mean for dormant companies?
The 31 December 2026 deadline means that every joint stock company with capital below TRY 250,000 and every limited company with capital below TRY 50,000 will be deemed dissolved unless it raises its capital in time. Non-public joint stock companies using the registered capital system must reach a starting capital of TRY 500,000 by the same date. The rule comes from Provisional Article 15 of the TTK, introduced by Law No. 7511 in May 2024.
The new minimums took effect for newly established companies on 1 January 2024. Existing companies were given until the end of 2026 to catch up, and the Ministry of Trade (Ticaret Bakanlığı) may extend that period up to two times by one year each. As of today, no extension has been announced. Planning on an extension that may never come is the most expensive assumption a dormant company’s owner can make.
A company left without maintenance does not stay the same; it quietly loses its shape. Dormant companies are the clearest case. The accountant files nil returns, the registered address slowly stops being real, the managing director moves abroad, and nobody notices that the capital figure in the articles of association has fallen below a threshold that did not exist when the company was formed. Provisional Article 15 turns that slow drift into a fixed date.
The words the law uses matter. The company is “deemed dissolved” without any further action. That puts it in the same position as a company whose shareholders voted to dissolve it, with one decisive difference that we explain further below: the road back is far narrower. For companies that want to stay in business, the capital increase itself is covered in our separate guide to Turkish company capital compliance in 2026. This page deals with what happens when the answer is to close.
Own a dormant Turkish company and live outside Turkey?
We review the company’s capital, filings and liabilities and tell you which route is cheaper before the end of 2026: liquidation or a capital increase.
⚖️ Liquidate, increase capital or wait: choosing the route
The right route for a dormant Turkish company depends on one question: will the company be needed again? If it will, a capital increase keeps it alive at a known cost. If it will not, voluntary liquidation closes it on your timetable. Waiting for the deadline to pass is the only option that removes control over both the timing and the outcome.
Shareholders often treat voluntary liquidation and dissolution by law as the same outcome reached by different doors. They are not. A voluntary liquidation is planned: you choose the liquidator, settle the accounts in advance, and file the dissolution resolution when the company is ready to be closed. A liquidation that starts on 1 January 2027 begins whether or not the books are in order, whether or not a resident liquidator is available, and whether or not anyone is in Turkey to respond to the registry.
| Route | Voluntary liquidation now | Capital increase | Let the deadline pass |
|---|---|---|---|
| Outcome | Company closed and deleted | Company continues | Company deemed dissolved, enters liquidation |
| Who decides the timing | Shareholders | Shareholders, before 31 December 2026 | The law |
| Minimum duration | About 13 months | Weeks | About 13 months, starting late |
| Return to business | Possible before distribution (TTK Art. 548) | Not needed | Not provided for in Art. 548 |
| Suited to | Company has no future use | Company holds assets, contracts or licences worth keeping | No scenario in which this is the better choice |
Two kinds of company should not be liquidated without a second look. The first is a company that holds real estate, because liquidation turns every property into a sale or a transfer in kind, each with its own tax and title deed consequences. The second is a company whose name, licences or contracts have value in themselves, because a deleted company cannot be revived to recover them. For both, the cost of a capital increase is usually smaller than the value it preserves.
For everyone else, the decision is simpler than it looks. A company that has done nothing for years and has no plan to do anything is a cost centre: accounting fees, filing obligations and director liability, with no upside. Closing it voluntarily, before the deadline makes the choice, is usually the cleanest outcome. Our company formation lawyers see the other side of this regularly, when clients who closed a company badly try to set up a new one and find the old one still on the record.
⚖️ Can you close a Turkish company without coming to Turkey?
Yes, a Turkish company can be liquidated from start to finish without its foreign shareholders travelling to Turkey. The shareholders’ resolutions, the appointment of the liquidator and the final approval of the liquidation accounts can all be handled through a power of attorney. The only presence the law requires in Turkey is that of the liquidator, not the shareholders.
Article 536 of the TTK requires at least one liquidator with authority to represent the company to be a Turkish citizen resident in Turkey. A foreign managing director living abroad cannot fulfil that role alone. If no qualifying liquidator is appointed, the court appoints one on application. In practice, foreign shareholders appoint a Turkish lawyer or accountant as liquidator, either alone or together with a foreign co-liquidator.
The power of attorney is signed before a notary in the shareholder’s country of residence, certified with an apostille under the Hague Apostille Convention, and translated into Turkish by a sworn translator in Turkey. For countries that are not party to the convention, certification goes through the Turkish consulate. Our guide to the power of attorney in Turkey covers the wording a liquidation mandate needs.
The power of attorney should be drafted for the whole liquidation, not only for the first resolution. A liquidation lasts at least 13 months and requires at least two general meetings: one to dissolve the company and appoint the liquidator, and one to approve the final accounts and the distribution. A power of attorney that covers only the first meeting forces a second notarisation, a second apostille and a second translation halfway through the process.
⚖️ The company liquidation process in Turkey, step by step
The company liquidation process in Turkey follows a fixed statutory sequence set out in Articles 529 to 548 of the TTK. Each step is registered with the Trade Registry Directorate (Ticaret Sicili Müdürlüğü) and most are published in the Turkish Trade Registry Gazette (Türkiye Ticaret Sicili Gazetesi). The sequence below applies to both joint stock and limited companies.
- Dissolution resolution: The general meeting resolves to dissolve the company and appoints the liquidator. For a company deemed dissolved under Provisional Article 15, this step is replaced by the operation of law, but a liquidator must still be appointed.
- Registration and announcement: The dissolution and the liquidator are registered with the trade registry and published in the Trade Registry Gazette. From this point the company trades under the addition “in liquidation”.
- Opening inventory and balance sheet: The liquidator prepares an opening inventory and liquidation balance sheet and submits it to the general meeting.
- Call to creditors: Creditors are invited to register their claims through three announcements, published one week apart, under Article 541 of the TTK. Known creditors are notified by registered letter.
- Collection and payment: The liquidator collects receivables, sells assets as needed, pays debts and settles tax liabilities.
- One-year waiting period: Remaining assets cannot be distributed to shareholders until one year has passed from the third creditor announcement, under Article 543 of the TTK.
- Final accounts and distribution: The general meeting approves the final liquidation accounts and the remaining assets are distributed to the shareholders in proportion to their shares.
- Deletion: The liquidator applies for deletion of the company from the trade registry under Article 545 of the TTK. The company’s legal personality ends with deletion.
The tax side runs in parallel. The company remains a taxpayer throughout the liquidation, files returns for each liquidation period and closes its tax registration only at the end. A liquidation that is complete on the registry side but open on the tax side is not finished; the company’s tax number stays active and the liquidator remains responsible for it.
⚖️ How long does company liquidation in Turkey take?
Company liquidation in Turkey takes at least about 13 months, because the TTK prohibits any distribution to shareholders until one year has passed from the third creditor announcement. With the registration of the dissolution, the three announcements and the closing steps added, a straightforward liquidation of a dormant company rarely finishes in less than 13 to 14 months.
The one-year waiting period under Article 543 of the TTK is the backbone of the timeline. It exists to protect creditors who did not respond to the announcements, and it cannot be shortened by agreement between shareholders. A court may allow an earlier distribution only if the circumstances show that creditors face no risk, and that application takes time of its own.
Several factors extend the timeline beyond the statutory minimum. A company with employees, real estate, open contracts, receivables or pending litigation needs more time to settle its affairs. A company with gaps in its tax filings needs those gaps closed before the final return. A company whose shareholders cannot be reached for the second general meeting cannot approve its final accounts.
A company deemed dissolved under Provisional Article 15 follows the same statutory timeline, but starts it later and less prepared. If the deadline is not extended, the liquidation of such a company begins on 1 January 2027, with the one-year waiting period running from whenever the creditor announcements are finally published. A shareholder who starts a voluntary liquidation in October 2026 can expect deletion around the end of 2027. A shareholder who waits will not.
⚖️ The call to creditors and the one-year waiting period
The call to creditors is the legal mechanism that protects anyone the company owes money to. Under Article 541 of the TTK, the liquidator invites creditors to register their claims through three announcements published one week apart in the Turkish Trade Registry Gazette and on the company’s website if it has one. Creditors known from the company’s books are notified separately by registered letter.
A creditor who registers a claim must be paid or secured before any distribution to shareholders. If a known creditor does not come forward, the amount owed to that creditor is deposited with a court or otherwise secured. Disputed claims are also secured until the dispute is resolved. The liquidator cannot simply ignore a claim because it is inconvenient.
The one-year waiting period runs from the third announcement, not from the dissolution resolution. A liquidator who delays the announcements delays the whole liquidation by the same amount. For dormant companies with no known creditors, the announcements are a formality on paper, but the waiting period still applies in full.
Distributing assets to shareholders before the waiting period ends exposes the liquidators to personal liability towards creditors who are harmed. Shareholders who receive an early distribution may also be required to return it. In a liquidation run from abroad, the shareholders should make sure that the liquidator’s instructions on distribution are given only after the waiting period has passed and the final accounts have been approved.
⚖️ Tax obligations during company liquidation in Turkey
A Turkish company in liquidation remains a corporate taxpayer until its tax registration is closed. Under Article 17 of the Corporate Tax Law No. 5520 (Kurumlar Vergisi Kanunu), the liquidation period is divided into liquidation periods, each taxed on its own results, and the company files a final return when the liquidation ends. VAT, withholding and other returns continue to be filed as long as the company has activity.
The liquidator is responsible for the company’s tax obligations during the liquidation. Tax liabilities that remain unpaid when the company is deleted can follow the liquidator and, in certain cases, the shareholders who received a distribution. For this reason, a careful liquidator closes every open tax period and obtains confirmation from the tax office before the final general meeting approves the distribution.
A dormant company is not automatically clean on the tax side. Nil returns filed by a remote accountant often hide small inconsistencies: an unclosed VAT period, an unpaid stamp duty, a late filing penalty never settled. Each of these must be resolved before the final tax return. The cost is usually modest, but finding it late can add months to the liquidation.
The distribution of the liquidation surplus to a foreign shareholder can create a tax liability in Turkey and in the shareholder’s own country. The amount, the type of income and the withholding treatment depend on the company’s equity structure and on the double tax treaty between Turkey and the shareholder’s country. Our tax lawyers in Turkey review the distribution before it is made, not after.
⚖️ Employees, bank accounts and contracts in liquidation
A Turkish company in liquidation must terminate its employment contracts in compliance with the Labour Law No. 4857 (İş Kanunu), including notice periods and severance pay where they apply. Employees’ claims rank as debts of the company and must be paid before any distribution to shareholders. The company’s registration with the Social Security Institution (Sosyal Güvenlik Kurumu) is closed once the last employee has left.
The company’s bank accounts stay open during the liquidation because the liquidator needs them to collect receivables and pay debts. Banks will ask for the registered dissolution, the Trade Registry Gazette announcement and the liquidator’s signature circular before accepting instructions. A foreign managing director’s signature authority ends when the liquidator is registered, and banks will no longer act on it.
The company’s commercial contracts do not end automatically with dissolution. Leases, supply agreements, licences and service contracts must be terminated according to their own terms, and any penalties or notice periods become liabilities of the company in liquidation. The registered office lease is often the last contract to be closed, because the company needs a registered address until it is deleted.
Pending lawsuits continue against a company in liquidation, and the liquidator represents the company in them. A liquidation cannot be completed while a lawsuit against the company is still open, unless the amount in dispute is secured. If the company is involved in a commercial dispute, our commercial litigation lawyers assess whether to settle, defend or secure the claim before the final accounts.
⚖️ Can a Turkish company return from liquidation?
A Turkish company can return from liquidation under Article 548 of the TTK, but only if three conditions are met together. The company must have been dissolved by the expiry of its term or by a resolution of its general meeting; no distribution of assets to shareholders may have started; and the general meeting must resolve to continue the company with the votes of at least 60 percent of the share capital.
The first condition is the one that matters most for dormant companies. Article 548 lists only two causes of dissolution that allow a return: the expiry of the company’s term and a resolution of its general meeting. A company that dissolves by operation of law under Provisional Article 15, because it missed the capital deadline, is dissolved by neither of these causes. The text of Article 548 does not provide a road back for it.
Practice on this point has not yet formed, because the first companies to be deemed dissolved under Provisional Article 15 will do so on 1 January 2027. Until the Ministry of Trade or the courts address the question, a shareholder should assume that a company which misses the capital deadline cannot be brought back simply by raising its capital afterwards. The safe window to keep the company is before 31 December 2026, or before the end of any extension the Ministry announces.
A voluntary liquidation keeps the return option open. A company dissolved by its own general meeting can still resolve to continue, as long as no distribution has begun. For shareholders who are uncertain whether they will need the company again, starting a voluntary liquidation is the more flexible choice than letting the deadline decide.
⚖️ Company liquidation versus bankruptcy in Turkey
Company liquidation and bankruptcy are different procedures in Turkey. Liquidation is the orderly winding up of a company that can pay its debts, run by a liquidator under the TTK. Bankruptcy is a court process for a company that cannot pay its debts, run by a bankruptcy administration under the Enforcement and Bankruptcy Law No. 2004 (İcra ve İflas Kanunu).
The scope of this guide is the voluntary liquidation of solvent joint stock and limited companies and the liquidation that follows the capital deadline under Provisional Article 15. It does not cover bankruptcy, concordat or restructuring procedures, and it does not cover the steps of a capital increase. Companies that cannot pay their debts are dealt with in our guide to bankruptcy law in Istanbul.
A liquidation can turn into a bankruptcy. If the liquidator discovers during the liquidation that the company’s assets do not cover its debts, the liquidator must notify the court, and the liquidation continues as a bankruptcy. For dormant companies with no trading history this is rare, but it is the reason the opening balance sheet matters: it is the liquidator’s first test of solvency.
⚖️ Getting the money out after company liquidation in Turkey
Foreign shareholders can transfer their liquidation proceeds out of Turkey through banks. Article 3 of the Foreign Direct Investment Law No. 4875 (Doğrudan Yabancı Yatırımlar Kanunu) guarantees foreign investors the free transfer abroad of proceeds from liquidation, along with profits, dividends and sale proceeds. The transfer is made through Turkish banks once the distribution has been lawfully approved.
The transfer can be made only after the final general meeting has approved the liquidation accounts and the distribution. Banks will ask for the general meeting minutes, the liquidator’s distribution statement and evidence that taxes on the distribution have been withheld or paid. A distribution made before the one-year waiting period ends is not a lawful distribution and will not support a transfer.
The distribution can be made in cash or, if the general meeting so resolves, in kind. Distribution in kind is most relevant for companies that own real estate, vehicles or shares in other companies. Each asset distributed in kind has its own transfer procedure and tax treatment, and real estate distributed to a foreign shareholder must satisfy the rules on foreign ownership of property in Turkey.
The company’s bank account should be closed only after the transfer has been completed and the final tax return has been filed. Closing the account too early leaves the liquidator without a channel to pay a late tax assessment or a final fee. If a Turkish bank has restricted the company’s account during the process, our guide to a frozen bank account in Turkey explains the usual causes and remedies.
⚖️ Deletion from the trade registry and assets found later
A Turkish company’s legal personality ends when it is deleted from the trade registry under Article 545 of the TTK. The liquidator applies for deletion after the final accounts are approved, the distribution is complete and the tax registration is closed. The company’s books and documents must be kept for ten years after deletion by a person designated for that purpose.
Deletion is not always the final word. Under Article 547 of the TTK, if it later emerges that liquidation steps were left incomplete, for example an asset was not distributed or a debt was not paid, the court may order the company to be re-registered for a supplementary liquidation. Creditors, shareholders and the former liquidator can apply.
Supplementary liquidation is the clearest reason to close a company carefully the first time. A bank balance forgotten in a second account, a tax refund received after deletion, or a property never transferred can all bring a deleted company back onto the registry years later. For a shareholder living abroad, that means another power of attorney, another liquidator and another round of fees.
A company that is deleted properly leaves its shareholders with nothing further to do in Turkey. The directors’ liability for the company’s ongoing filings ends, the accounting fees stop and the company no longer appears as active in any public record. For the corporate law framework behind these obligations, see our overview of corporate law in Turkey.
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Whether your Turkish company has been dormant for years, faces the 2026 capital deadline or needs to be closed before you leave Turkey, our Istanbul corporate lawyers can run the liquidation while you stay abroad.