KÜHEYLAN HUKUK
Case for Revival of a Company Abolished from the Trade Registry: Additional Liquidation, Ex-Officio Termination and 2025 Constitutional Court Decision. Conditions of revival within the scope of TCC Article 547 and Provisional Article 7, plaintiffs and defendants, time issue, trial expenses and the fate of the abandoned company's assets have been updated as of 2026.
Deletion of a company from the trade registry does not always mean that its legal existence has definitely ended. A company whose liquidation has been incomplete, for which there is a pending lawsuit or proceeding, or whose assets have subsequently been discovered, can be re-registered in the registry by court decision upon the application of creditors or persons with legal interests. The law reaches this result in two different ways: additional liquidation for companies closed by ordinary liquidation (TCC Art. 547), and revival for companies that are ex officio canceled by the trade registry directorate (TTK provisional Art. 7). With the decision of the Constitutional Court published in the Official Gazette dated 23.12.2025, the rule stipulating that the assets of ex officio canceled companies would be transferred to the Treasury after ten years and the rule prohibiting the imposition of litigation expenses against the registry office in revival cases were annulled. The guide explains the differences between the two methods, the terms of the case and the current situation in practice.
1. Why Revive An Abandoned Company?
Since the legal entity of the company deleted from the trade registry has ceased, a lawsuit cannot be filed on behalf of the company, enforcement proceedings cannot be continued against the company, and a real estate belonging to the company cannot be sold. This situation is a serious obstacle, especially for creditors. Revival is a way to ensure that the company is re-registered only to complete these incomplete transactions.
The Constitutional Court, as examples of situations that can be considered a justified reason for revival; It has shown that the cancellation was made through an unlawful procedure, some assets belonging to the company emerged later, the necessity of filing a liability lawsuit against the company bodies, and the need to file a lawsuit or initiate enforcement proceedings in favor or against the company (AYM, 10.09.2025, E.2025/31, K.2025/183, § 42).
Which companies? Companies closed and deleted from the registry through the ordinary liquidation process Companies that were deleted by the trade registry office through a special procedure because they did not increase their capital, did not hold a general assembly, or were abolished.
Who can apply? Final liquidators, board members, shareholders or creditors Creditors and those with legal benefits, based on justified reason
Defendant The trade registry office is the legal adversary; In practice, the last liquidator is also shown as the defendant. Only the relevant trade registry office
Court Commercial court of first instance at the company headquarters Commercial court of first instance at the company headquarters
Scope of the decision Re-registration and liquidator appointment limited to additional liquidation proceedings Revitalization of the company if the termination is unlawful; Limited revival in the form of additional liquidation, if lawful
If it is understood that it is necessary to carry out additional liquidation procedures after the closure of the liquidation, the final liquidators, board members, shareholders or creditors may request the re-registration of the company until these procedures are concluded. If the court finds the request appropriate, it decides to re-register the company for additional liquidation and appoints the last liquidators or new persons as liquidators (TTK article 547).
In its decision dated 23.10.2023 and numbered E.2023/5273, K.2023/6079, the 11th Civil Chamber of the Supreme Court of Appeals approved the decision accepting the additional liquidation case filed for the collection of customs receivables regarding import transactions carried out before liquidation. In the decision, the evaluations that there is no period stipulated in the law for additional liquidation cases, that the liquidator who completes the liquidation incompletely can be held responsible for the litigation expenses, and that the registry office which is not at fault cannot be sentenced to expenses, were approved.
Provisional Article 7 of the Turkish Commercial Code allowed companies that did not increase their capital to the prescribed amount, did not hold an ordinary general assembly meeting for five consecutive years, or were not liquidated even though they were dissolved, to be deleted from the registry without being liquidated, following the warning and announcement of the trade registry directorate. Creditors of the company deleted in this way and those who have legal interests may request the revival of the company from the court based on justified reasons (provisional article 7/15).
The Supreme Court practice regarding hostility in these cases is clear. In its decision dated 23.01.2024 and numbered E.2024/90, K.2024/512, the 11th Civil Chamber of the Supreme Court of Appeals overturned the contrary decision, stating that in the case of revival of the company that was ex officio canceled according to the provisional article 7, it was necessary and sufficient to direct hostility to the trade registry directorate, and that hostility could not be directed to the company's partners and officials.
The five-year period foreseen for the revival case in the provisional Article 7 was previously annulled by the Constitutional Court. For this reason, the request for revival is not subject to a period specified in the law today. There is no period stipulated in TCC Article 547 for additional liquidation cases.
The Constitutional Court annulled two more rules with its decision dated 10.09.2025 and numbered E.2025/31, K.2025/183. The decision was published in the Official Gazette dated 23.12.2025 and numbered 33116:
Transfer of assets to the Treasury: The rule and related provisions stipulating that the assets of companies that were deleted without liquidation would be transferred to the Treasury ten years after the deletion, were annulled on the grounds that they constituted an excessive interference with the property rights of partners and creditors. This cancellation provision entered into force nine months after the publication of the decision, that is, on 23.09.2026.
Trial expenses: The sentence added by Law No. 7511, which prohibits the awarding of trial expenses and attorney fees against the trade registry directorate in revival cases, was annulled on the grounds that it violated the right to access the court. This cancellation took effect on the date of publication.
Thus, in cases where the cancellation is based on the registry office's illegal action, the way for the expenses and attorney fees incurred by the winning party to be charged to the defendant administration has been reopened. In cases where cancellation is in accordance with the procedure, the Supreme Court accepts that the registry office, which is a legal adversary and has no fault, should not be sentenced to expense.
The General Assembly of the Supreme Court of Appeals, in its decision dated 14.07.2025 and numbered E.2024/11-251, K.2025/468, accepted that additional liquidation is a non-contentious judicial matter. Based on this opinion, the 11th Civil Chamber of the Supreme Court of Appeals, in its decision dated 13.10.2025 and numbered E.2025/5477, K.2025/6152, stated that the revival of the legally deleted company within the scope of provisional article 7 will also be in the nature of additional liquidation and that no appeal can be filed against such decisions after the decision of the regional court of justice. It should be noted that the decision was made by majority vote, and in the dissenting vote, the view that the case was contentious was defended. In practice, this situation requires the complete preparation of the file in the first instance court, as the appeal stage becomes the final stage.
1. Determination of the type of cancellation: It must be determined from the trade registry whether the company was deleted through ordinary liquidation or ex officio within the scope of temporary article 7. The correct determination of the defendant and the basis depends on this.
2. Concretization of legal interest: It must be demonstrated by pending litigation, enforcement proceedings, final judgment or property documents that arise later.
3. Limitation of the scope of recovery: The claim must be established as an additional liquidation limited only to the transactions to be completed. The court often limits revival to certain files.
4. Recommendation of liquidator: If the last liquidator or former officer of the company is unreachable, the appointment of an independent liquidator should be requested.
5. Post-revival process: After the decision is finalized and registered, the processes of notification to the company, renewal of the follow-up or continuation of the case are carried out through the liquidator.
A worker won the labor claim lawsuit he filed against the limited company he worked for, but before the decision became final, the liquidator of the company closed the liquidation and deleted the company from the trade registry. The enforcement proceedings were stopped on the grounds that the legal entity of the debtor company had ceased. Although the liquidator was aware of the pending case, he did not make a provision for the creditors.
Since the company was closed by ordinary liquidation, the application must be filed as an additional liquidation case within the scope of TCC Article 547, with the trade registry directorate and the last liquidator as defendants. The pending lawsuit and the finalized receivable are concrete reasons showing that additional liquidation is mandatory. The court will decide to re-register the company limited to the collection of this receivable and to appoint a liquidator. The fact that the liquidator closes the liquidation even though he knows about the pending case should be evaluated separately in order to be held personally responsible for both the litigation expenses and the damage to the creditor (TTK Article 553).
Is there a time limit for the revival of the abandoned company?
Since the five-year period within the scope of Provisional Article 7 was annulled by the Constitutional Court, there is no specified period in the law. There is no period specified in the law for additional liquidation cases.
Will the revived company start operating again?
As a rule, no. Revival is limited to incomplete liquidation transactions and the company is re-registered in case of liquidation. The company's return to operation depends on separate conditions.
Should the partners or the former manager be named as defendants?
In revival cases within the scope of provisional article 7, only the trade registry directorate is the defendant. In additional liquidation cases, the last liquidator and the registry office are also listed as defendants.
Can the tax office also request revival?
Yes. If the public receivable needs to be finalized or collected on behalf of the main debtor company, the administration may request revival or additional liquidation as a creditor.
Is it possible to appeal after the revival decision?
The latest decisions of the Supreme Court consider additional liquidation as a non-contentious judicial action and do not accept appeals after the appeal decision. For this reason, the first instance and appeal stages are decisive.
Confusing the type of cancellation: Relying on temporary Article 7 for a company closed through ordinary liquidation, and relying on TCC Article 547 for a company that is ex officio written off, will lead to hostility and procedural errors.
Putting the partners as defendants: Directing hostility towards the partners and officials in the temporary revival of Article 7 will result in the rejection of the case in terms of these people.
Explaining the legal interest in general terms: The pending case, judgment or assets must be documented.
Requesting revival without limitation: If the request is not limited to the transactions to be completed, the court may narrow the scope or reject the request.
Overlooking the liquidator's liability: A liquidator who closes the liquidation knowingly that the pending case may be personally liable.
Pursuit of rights against a company deleted from the commercial registry begins with choosing the right basis and the right defendant. The Constitutional Court decision given in 2025 saved the assets of ex officio deleted companies from the risk of being transferred to the Treasury and reopened the way for the vindicated plaintiff to recover the litigation expenses. Küheylan Law Firm carries out a process that brings the demands of creditors and beneficiaries to a conclusion, from examining registry records to filing an additional liquidation or revival lawsuit, from appointing a liquidator to post-revival enforcement and lawsuit procedures. 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.
KÜHEYLAN HUKUK