Establishing a Company Guide in Turkey

Reference: Presidency of the Republic of Turkey Investment office



The company terminates in case the realization of any of the reasons for termination stipulated at the law, and in line with the decision of the shareholders. The terminated company enters the liquidation process. The issue that the company has ended and entered into the liquidation process shall be registered and announced to the relevant trade registry directorate.

The company in liquidation, including its relations with shareholders, maintains its legal personality until the end of the liquidation and uses the trade title as the expression of “in liquidation” added.

The purpose of the liquidation is to sell the assets of the company and convert them into money, collect their receivables, pay their debts and complete their unfinished business.

The actions to be taken during the liquidation process is carried out by the liquidation officers. At least one of the liquidation officers must be Turkish citizen and resident in Turkey. Liquidation officers can be appointed by company agreement or general assembly resolution. If not appointed in this way, the liquidation is done by the board of directors. Liquidation officers must also be registered and announced in the trade registry.

Creditors, who are determined from company books and from other documents shall be informed by registered letter, and the other creditors shall be informed by the three announcement to be carried out three every other week on Turkey Trade Registry Gazette and on the company’s website and at the same time as stipulated in the Articles of Association, that the company is ended, and creditors are called to inform the liquidation officers about their receivables.

The liquidation officers shall prepare the financial statements regarding the liquidation for the end of each year and present the final balance sheet to the general assembly at the end of the liquidation.

After the debts of the company in liquidation have been paid and share prices have been returned, the remaining assets are distributed among the shareholders at the rate of the paid-in capital and privilege rights, unless otherwise agreed in the articles of association. In case of concession in the liquidation share, the regulation in the articles of association shall be applied.

The remaining assets shall not be distributed unless six months have passed since the date of the third announcement to the creditors.

Upon the end of the liquidation, the liquidation officers apply to the trade registry directorate to delete the trade name of the company from the register. Deletion is registered and announced upon request. The legal entity of the company end by deletion.

On the other hand; in case of bankruptcy, the liquidation shall be carried out by the bankruptcy administration in accordance with the provisions of the Enforcement and Bankruptcy Law.