Entrepreneur's Handbook
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The lifespan of a business can depend on its type. The death of the real person merchant may result in the termination of the commercial enterprise. The lifetime of the companies (legal entities) can be determined with a limited or unlimited time by the articles of association. However, their term may take precedence over the prescribed time.
Until this stage, examinations and evaluations have been made over limited companies. The reasons for termination are stated in Article 636 (1) of the TCC as a) The realization of one of the reasons for termination stipulated in the articles of association, b) By the decision of the General Assembly, c) By the opening of the bankruptcy, and d) The other termination conditions stipulated in the Law. If a certain activity of the company, such as a railway from Ankara to Istanbul, is envisaged by the company agreement, the company terminates when it is understood that it has become impossible to construct the railway or to do so by the general assembly. In addition, the general assembly may decide to dissolve the company without any reason.
If one of the legally required bodies of the company does not exist for a long time or if the general assembly cannot be convened, the commercial court of first instance in the place where the company headquarters is located, upon request of one of the shareholders or company creditors to dissolve the company, determines a period of time for the company to bring the situation into compliance with the law, if the situation is not corrected despite this, it decides to dissolve the company (TCC Art. 636 (2). The death of the manager of the company and the absence or not being appointed to represent the company for a long time may also lead to the termination of the company. Similarly, in the presence of just cause, each partner may request the termination of the company from the court. Instead of the request, the court may decide on the payment of the real value of the share of the plaintiff partner and the dismissal of the plaintiff partner from the company or any other solution that is appropriate and acceptable to the situation. In cases where the company established to make a profit cannot gain profit for a long time, the profit obtained is not distributed to the partners, and it is not possible to decide to increase the capital although it is necessary to increase the capital, may be rightful reasons. In the continuation of the company, if it is thought that the workers, the state etc. have an interest that needs to be protected, instead of terminating the company, it may be decided to exclude the partner from the partnership.
The company that has ceased goes into liquidation. (2) The company in liquidation maintains its legal personality, including its relations with shareholders, until the end of liquidation and uses its trade name with the phrase "in liquidation" added. In this case, the powers of its organs are limited for the purpose of liquidation (TCC Art.533). When the company goes into liquidation, the duties and powers of the organs are reserved for the transactions that are mandatory for the liquidation to be carried out, but which cannot be performed by the liquidators due to their qualifications.
If a liquidation officer is not appointed by the articles of association or the decision of the general assembly, the liquidation is carried out by the board of directors. The liquidators may be shareholders or third parties. Those charged with liquidation are entitled to the usual remuneration, unless otherwise stipulated in the articles of association or the appointment decision. The board of directors has the liquidators registered and announced to the trade registry. This provision will also be applied if the liquidation work is carried out by the board of directors. In cases where the court decides to dissolve the company, the liquidator is appointed by the court (TCC Art. 536). Liquidators examine the situation of the company at the beginning of the liquidation as soon as they start their duties; If necessary, they apply to experts to appraise the company's assets, draw up an inventory and balance sheet showing the status of the company's assets and financial status and submit it to the approval of the general assembly. After the approval of the inventory and the balance sheet, the liquidators confiscate all the company's goods and documents and books written in the inventory (TCC Art.540). Persons who are understood from the company books or other documents that they are creditors of and whose settlements are known, are informed by registered mail that the other creditors are declared in the Turkish Trade Registry Gazette and the company's website, as well as three announcements to be made one week apart, as stipulated in the articles of association and are invited to report their own receivables to the liquidators. If those who are known to be creditors do not make a notification, the amount of their receivables is deposited in a bank to be determined by the Ministry of Customs and Trade. The amount of money to cover the debts of the company, which are not due yet or are in dispute, are deposited in the notary. Let's say such debts are adequately secured or the sharing of company assets among shareholders is conditional on the payment of these debts; Liquidators who act contrary to these provisions may be liable for unfairly paid money (TCC Art. 541). Unless otherwise agreed in the articles of association, the remaining assets of the company in liquidation, after the debts are paid and the share prices are paid back, are distributed among the shareholders in proportion to their paid capital and privilege rights. In case of existence of privilege in the liquidation share, the regulation in the articles of association is applied. The remaining assets cannot be distributed until one year has passed from the date of the third call to the creditors. However, if there is no danger for the creditors according to the situation and the situation, the court may allow the distribution before a year has passed. Unless otherwise stated in the articles of association and general assembly resolution, distribution is made in money (TCC Art. 543). Article 545- (1) Upon the termination of the liquidation, the trade name of the company is requested from the registry office by the liquidators to be deleted from the registry. Deletion, registration and announcement upon request (TCC Art. 544). A company that has been deregistered can be re-established if its conditions are met.