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How to Close a Company? Liquidation Process in Limited and Joint Stock Companies, Step by Step, within the scope of Turkish Commercial Code Articles 529-548 and Article 643, termination decision, liquidator, call to creditors, three-month waiting period, tax audit and deregistration have been updated as of 2026.
Closing a company is not just about ceasing operations. The company is first dissolved and goes into liquidation by the decision of the general assembly; The liquidator collects the receivables, pays the debts, calls the creditors with three announcements and cannot make distributions to the partners before the waiting period stipulated by law expires. A liquidator who does not comply with these rules may be personally liable for unpaid taxes and claims; A company that is incompletely closed can also be re-registered by court decision upon the request of creditors. The guide explains the stages of the liquidation, which takes approximately four months in a smooth file, the necessary decisions, the tax extent and the mistakes that turn the liquidation into a risk that is difficult to return.
1. Under what circumstances does the company terminate?
Incorporated company; It terminates in cases where the period stipulated in the articles of association expires, the subject of the business is realized or becomes impossible, a termination reason in the articles of association is realized, general assembly decision, bankruptcy and other situations stipulated by law (TTK article 529). Similar reasons are listed for limited companies (TTK article 636). The most common way in practice is for the partners to decide on termination at the general assembly.
The termination decision is subject to aggravated quorum. In a limited company, this decision can be taken by the presence of at least two-thirds of the votes represented and the absolute majority of the entire capital with voting rights (TTK article 621/1-ı). In joint stock companies, quorums regarding amendments to the articles of association are applied (TTK article 421).
If the partners cannot agree on the termination decision, the liquidation path is not closed. In the presence of justified reasons, each partner may request the dissolution of the company from the court; This topic is covered in a separate guide.
2. What Does Liquidation Mean?
Sona eren şirket tasfiye hâline girer. The company maintains its legal personality during this process and uses its title with the phrase "in liquidation"; The powers of the bodies are limited to liquidation purposes (TTK Article 533). In other words, the company cannot engage in new commercial businesses, it only completes existing businesses, collects its receivables, pays its debts and converts its assets into cash.
3. Who is the Liquidator and How Is He Appointed?
Unless a liquidator is appointed separately by the articles of association or the decision of the general assembly, the liquidation is carried out by the board of directors and, in the case of a limited company, by the managers. The liquidator may be from partners or third parties. At least one of the liquidators authorized to represent must be a Turkish citizen and domiciled in Türkiye (TTK Article 536). Liquidators may be dismissed at any time by the general assembly; In the presence of justified reasons, the court may also dismiss and reappoint a partner upon the request of a partner (Art. 537).
Liquidator is not a symbolic title. The law imposes obligations on this person to protect creditors and allocate public receivables, and makes violation of these obligations subject to personal liability. For this reason, it is decisive for the person who accepts the task to carry out the process with legal support in terms of preventing personal risks that may arise in the future.
The calendar below is indicative for a simple file with no debts or caseloads. Pending lawsuits, tax audits or uncollectible receivables extend the deadline.
Preparation List of debts, receivables, lawsuits and enforcement files, employees and contracts before decision
Termination decision Termination and appointment of liquidator at the general assembly TTK art.621/1-ı, art.536
Notification to the collection office Notification of entry into liquidation Within three days (6183 article 33)
Call to creditors Registered letter to known creditors; Three advertisements, one week apart, for the others TCC article 541/1
waiting time Distribution cannot be made for three months from the third announcement. TCC article 543/2
tax process Request for liquidation declaration and review of liquidation procedures KVK article 17
Closing End of liquidation balance sheet, closing general assembly, distribution TCC article 543
The most critical stage of the liquidation is the call to creditors. Persons whose addresses are known and whose creditors are understood to be creditors from the company records are notified by registered letter; Other creditors are invited to declare their receivables through three announcements to be made one week apart in the Turkish Trade Registry Gazette and on the company's website (TTK article 541/1).
If the known creditor does not notify, the receivable amount is deposited in the bank. Sufficient amount for debts that are not yet due or in dispute is deposited with the notary or secured (Art. 541/2-3). Liquidators who act contrary to these rules are liable for the money they paid unfairly in accordance with TCC Article 553.
The Supreme Court practice is clear on this issue. In its decision dated 26.12.2024 and numbered E.2024/6723, K.2024/9467, the 11th Civil Chamber of the Supreme Court of Appeals approved the decision ordering the reappointment of the liquidator who deleted the company from the registry without completing the liquidation while there was a pending enforcement proceeding and lawsuit against the company, and the revival of the company for additional liquidation. In its decision dated 20.03.2025 and numbered E.2025/1294, K.2025/2005, the same Chamber held the liquidator, who concluded the liquidation even though he was aware of the pending cases, responsible for the litigation expenses.
In a company going into liquidation, the liquidation period is applied instead of the accounting period. If the liquidation exceeds one calendar year, each calendar year is considered an independent liquidation period; The declaration for the period in which the liquidation ends is submitted within thirty days from the date the liquidation is concluded (KVK art. 17/1-2). Liquidators request, together with the declaration, that the transactions be examined in terms of tax laws; Their responsibilities continue until the result of the examination is received (Art. 17/8). The law also grants the Ministry the authority not to conduct an examination based on certain criteria (Art. 17/10).
Liquidators cannot distribute the liquidation result to the partners without paying public receivables or setting them aside for payment. Otherwise, they will be personally and severally liable for public receivables that have accrued and will continue to be incurred, limited to the amount of savings they have made (Article 6183, article 33). The fact that the company goes into liquidation does not eliminate the liability of the legal representatives for the period before the liquidation (Article 6183 bis. 35).
Upon completion of the liquidation, the liquidators request that the company name be deleted from the registry and the deletion is registered and announced (TTK article 545). However, abandonment is not always the end point. If it is understood that additional action is required after the liquidation is closed, the final liquidators, managers, partners or creditors may request the re-registration of the company for additional liquidation from the commercial court of first instance at the company headquarters (TTK article 547). A forgotten lawsuit, an uncollected receivable or an unpaid debt may bring a company that was deemed closed down to the agenda again years later.
The partners of a limited company whose activities have been decreasing for three years have decided to close the company. One of the partners has been appointed as liquidator. The labor claim filed by a former employee of the company is at the appeal stage and there is a dispute with a supplier regarding the invoice amount. In order to speed up the process, the partners are considering sharing the money in the bank account among themselves as soon as the advertisements are completed.
Distribution cannot be made before three months have passed from the third announcement (TTK article 543/2). Sufficient amount for the pending labor case and supplier dispute must be deposited with the notary or secured (Art. 541/3). If a distribution is made without making provision for public receivables, the liquidator becomes personally liable (Article 33 of Article 6183). If the company is dissolved without considering these items, the employee or supplier may request the revival of the company and, in accordance with the practice of the Supreme Court, the litigation expenses may be charged to the liquidator. The correct plan is to reserve the provision for pending cases and distribute the remaining amount after the period expires.
How long does company closure take?
In a simple file with no debt or caseload, the process is usually completed in around four months due to three announcements and a three-month waiting period. Pending lawsuits and tax audits extend this period.
Can a company with debt be closed through liquidation?
Liquidation is based on the payment of debts. If the assets do not cover the debts, the liquidator will be in a difficult situation against the creditors he cannot pay; In this case, insolvency provisions and bankruptcy or composition options should be evaluated separately.
Will a company that is inactive close down automatically?
No. Cessation of activity does not delete the company from the registry. Duties such as legal obligations, declaration and book certification continue; The company must be liquidated properly.
Is it possible to abandon liquidation?
If the company has been terminated by the expiration of the term or by the decision of the general assembly and the distribution of assets among the partners has not started, the general assembly may decide on the continuation of the company with the vote of at least sixty percent of the capital (TTK article 548).
Is it risky to be a liquidator?
The risk is limited for the liquidator who acts in accordance with the law. However, failure to comply with the rules of notification to creditors, storage, separation of public receivables and waiting period will result in personal liability.
Not sending a registered letter to a known creditor: A newspaper advertisement alone is not sufficient; Creditors known from the records are also notified.
Making a distribution before the three-month period expires: In this case, the liquidator becomes responsible to creditors and the public administration.
Ignoring pending cases: Abandonment while there are lawsuits and enforcement files may result in revival and additional liquidation.
Forgetting to notify the collection office: Entry into liquidation must be reported within three days.
Considering the liability of the legal representative to have ended: Liquidation does not remove the tax liability of the managers before the liquidation.
Closing a company is a process that, when managed correctly, opens a clean slate for the partners, but when managed incorrectly, it returns as personal responsibility years later. Call to creditors, warehouse and collateral obligations, separation of public receivables and waiting period are the cornerstones of completing the liquidation safely. Küheylan Law Firm; It establishes a legal framework that protects the partners and the liquidator throughout the entire process, from the preparation of the termination decision to the planning of the liquidator's liabilities, from the management of pending lawsuits and enforcement files to the tax audit and cancellation phase. For file evaluation, an appointment can be requested via info@kuheylanhukuk.com.
Important Legal Notice: The legal explanations contained in this guide have been prepared by Küheylan Law Firm for general information purposes and do not constitute legal advice. In company law, the provisions of the articles of association, partnership structure and periods have different results in each file; It is recommended to get support from a lawyer before taking any action. © 2026 Küheylan Law Firm. All rights reserved.
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