Closing a company in Turkey requires strict adherence to the procedures defined under the Turkish Commercial Code and the Tax Procedure Law. Whether the company is a Limited Liability Company (LTD) or a Joint Stock Company (A.Ş.), the liquidation process involves multiple legal, financial, and tax-related steps. Especially for foreign-owned companies in Turkey, proper planning and legal execution is essential to avoid post-closure liabilities, tax audits, or disputes with shareholders and regulatory bodies.
At our Turkish Law Firm, we support local and international clients in all phases of company liquidation in Turkey. Our team of English speaking Turkish lawyers provides detailed legal guidance on liquidation decisions, asset distribution, final balance sheet preparation, and deregistration from the Trade Registry and Tax Office. As a highly experienced best lawyer firm in Turkey for corporate law, we ensure that the closure process complies with legal deadlines, protects shareholders' rights, and avoids unnecessary penalties or delays.
Voluntary Liquidation vs. Bankruptcy in Turkey
Liquidation in Turkey is primarily categorized as either voluntary (tasfiye) or court-ordered bankruptcy (iflas). In voluntary liquidation, shareholders decide to dissolve the company without insolvency, often due to strategic restructuring, market exit, or inactivity. Bankruptcy, on the other hand, applies when the company is unable to pay its debts, and creditors initiate court proceedings. This article focuses on voluntary liquidation, which requires careful corporate resolution and notification to all relevant authorities.
Our Istanbul Law Firm drafts board and general assembly resolutions, prepares liquidation notices, and registers the company’s dissolution with the Turkish Trade Registry Gazette. We also advise on shareholder obligations during the liquidation phase, including debt settlement, employee termination, and third-party creditor notification. Working with a qualified Turkish Law Firm helps prevent procedural errors that could lead to legal or financial exposure, especially for foreign shareholders unfamiliar with corporate liquidation procedures in Turkey.
Appointing a Liquidator and Timeline for Company Closure
Once the decision to liquidate is approved by the general assembly or board of shareholders, the first legal requirement is the appointment of a liquidator (tasfiye memuru). This person—often one of the shareholders or a professional accountant—will be responsible for managing the entire dissolution process. The appointment must be registered with the Trade Registry Directorate and published in the Turkish Trade Registry Gazette (Ticaret Sicil Gazetesi).
Under Turkish commercial law, there is a minimum 6-month period between the first and final liquidation announcements. This period allows creditors to submit claims and ensures proper audit of tax records, payroll, and company liabilities. Our Turkish Law Firm advises clients on choosing the right liquidator and manages all required publications and notices. Our English speaking Turkish lawyers also prepare the power of attorney if a foreign shareholder is appointing a third party as liquidator. As a best lawyer firm in Turkey, we ensure that procedural formalities are fully respected to avoid nullification risks.
Tax and Social Security Deregistration Procedures
During liquidation, companies must continue to meet their tax and social security obligations until final deregistration. Monthly VAT declarations, payroll filings, and corporate tax advance payments must be submitted on time, even if no revenue is generated. Before liquidation is finalized, a closing balance sheet, dissolution income statement, and inventory reports must be approved by an independent accountant or sworn financial advisor (YMM).
Our Istanbul Law Firm works closely with tax advisors to submit all liquidation-phase declarations and manage official correspondence with the Tax Office (Vergi Dairesi) and Social Security Institution (SGK). We also submit the closure petitions to these authorities and follow up until the company's registration is fully removed from the tax system. Our Turkish Law Firm ensures compliance with corporate tax law in Turkey and prevents last-minute fines due to missed filings or payroll terminations. Our English speaking Turkish lawyers translate regulatory requirements into actionable steps for foreign shareholders who may not be physically present during this phase.
Foreign Shareholders and Cross-Border Documentation
Foreign owners of Turkish companies must submit several additional documents during the liquidation process—often including notarized passports, apostilled board resolutions, and translated shareholder statements. If the foreign partner resides abroad, a power of attorney issued from their home country must be notarized and apostilled to be legally accepted in Turkey. In some cases, embassies or consulates may also be involved in verifying the authenticity of liquidation-related declarations.
Our English speaking Turkish lawyers assist foreign shareholders in collecting and legalizing cross-border documents, and we handle document acceptance disputes with Turkish authorities. As a Turkish Law Firm with strong international orientation, we facilitate full legal closure even when all stakeholders are located outside of Turkey. Our experience as a best lawyer firm in Turkey for company liquidation ensures that every formality is respected under Turkish company and tax law.
Also read: how company formation differs from company dissolution procedures
Post-Liquidation Liability of Shareholders and Directors
Even after a company is legally dissolved, shareholders and former directors may remain liable for certain financial and legal obligations. Under Article 179 of the Turkish Commercial Code, if any creditor claims remain unresolved or new claims arise based on previous operations, the liquidator or shareholders may face personal liability—especially if the liquidation was conducted negligently or fraudulently. Similarly, if tax debts or SGK premiums were not properly cleared, the Tax Office may pursue individual partners or directors directly.
At our Turkish Law Firm, we conduct post-liquidation audits to confirm that all liabilities have been closed and that no residual obligations exist. We also assist shareholders in obtaining clearance certificates from the Tax Authority and SGK. As a best lawyer firm in Turkey for corporate compliance and commercial litigation, we prepare indemnity clauses, final shareholder minutes, and formal disclaimers. Our English speaking Turkish lawyers ensure that your company’s closure is not just registered—but legally risk-free.
Frequently Asked Questions (FAQs)
- How long does company liquidation take in Turkey? Typically 6–12 months, depending on tax clearance and Trade Registry processing.
- Can I close a company remotely? Yes. Foreign shareholders may appoint a lawyer through power of attorney.
- Do I need to notify SGK and the Tax Office separately? Yes. Separate applications are required for full deregistration.
- Can the company operate during liquidation? Only to complete final transactions; no new commercial activity is permitted.
- Are liquidation documents published? Yes. All stages must be published in the Turkish Trade Registry Gazette.
- What if a claim arises after closure? Creditors may file lawsuits against shareholders if liquidation was incomplete or defective.
- Should I work with a lawyer? Absolutely. A Turkish Law Firm prevents errors and handles the process end-to-end.
Close Your Turkish Company with Legal Confidence
Company liquidation in Turkey is not just a formality—it’s a legally structured exit process that requires compliance with multiple regulations, authorities, and deadlines. Whether you are a local entrepreneur or a foreign investor, working with professionals ensures your company is closed properly, your responsibilities are fulfilled, and your name is not exposed to future liabilities.
At our Istanbul Law Firm, our team of English speaking Turkish lawyers provides full-service legal support for voluntary company liquidation. Recognized as a best lawyer firm in Turkey for corporate law, we help you exit the Turkish market smoothly, legally, and with full peace of mind.