Company revival (ihya) allows a company that has been deleted from the trade registry to be re-registered so that transactions left unfinished can be completed. A forgotten property, an uncollected receivable or an unresolved lawsuit may require a supplementary liquidation (ek tasfiye). The route to follow depends on how the company was deleted and on the transaction to be carried out. Removing the five-year revival period does not eliminate the statute of limitations on the underlying claim, and a supplementary liquidation decision does not automatically return the company to ordinary commercial activity. When preparing a lawsuit, the trade registry file, legal interest, the correct parties and the scope of the registration sought are assessed together.[1][2][4]
The company's closure, its deletion from the registry and its revival are distinct stages
Closing the tax record, vacating the premises or the partners ceasing to operate the business does not, on its own, show that the company has been deleted from the trade registry. A joint-stock company that has ended and entered liquidation retains its legal personality, limited to the purposes of the liquidation. In a limited liability company liquidation, the provisions on joint-stock companies also apply. The first question is therefore whether the company has actually been deleted.[1]
If the company is still recorded as being in liquidation, a forgotten receivable can be collected, or the company can be represented in a lawsuit, without revival being strictly necessary. The current liquidator may carry out the transaction, the representation problem may be resolved, or a new liquidator may be appointed where needed. The need for revival arises from the obstacle between deletion from the registry and the transaction that has to be completed.
Article 547 of the Turkish Commercial Code (TTK) concerns supplementary liquidation, which aims to complete the part of a concluded liquidation that was left unfinished. Return from liquidation under Article 548 of the TTK is a separate institution in which, where its conditions are met, the company continues to exist while liquidation is still ongoing. A revival petition cannot be used as a means of getting around the conditions for return from liquidation. The liquidation of a simple partnership, which has no legal personality, should also not be confused with this registry revival mechanism.[1] For a related discussion, see Limited and Stock Company Liquidation.
The basis for deletion determines the legal protection to be sought
After ordinary liquidation, TTK Article 547 applies
Where the liquidation has been concluded and the company's name has been removed from the registry, but an obligation that must be performed remains, re-registration may be requested. An act forgotten at closing, or one that comes to light later, can make it necessary. Examples of a concrete need include a bank balance belonging to the company, real estate that cannot be transferred, or a lawsuit in which the company must be a party.[1][2]
It is not enough for the applicant to say only that they were a partner or creditor in the past. The applicant must explain which transaction cannot be carried out, how this affects their own legal position, and why re-registration is necessary. Revival does not create property that does not exist, and it does not establish a disputed claim. The court first examines whether the company needs to be represented again in order to complete the transaction.
Deletion under Provisional Article 7 is examined separately
Provisional Article 7 of the TTK regulates the removal from the registry, by a method different from ordinary liquidation, of certain companies and cooperatives. This article is not a general closure provision applicable to every closed company. The basis for the deletion from the registry file, the notices and announcements, and the company's position at that date must be understood.[1][2]
For a company deleted under Provisional Article 7, two purposes must be distinguished: fully remedying the consequences of an irregular deletion, and granting limited representation for a specific lawsuit or asset transaction. The second purpose may be met in the concrete case by a supplementary liquidation under Article 547 of the TTK. Therefore, the two provisions do not necessarily stand in a mutually exclusive relationship depending on the basis of the deletion.[4]
| Status in the registry | Concrete need | Route to examine | Purpose of the decision |
|---|---|---|---|
| Liquidation ongoing | Missing transaction or representation | Existing liquidation and representation provisions | Completing the liquidation |
| Deletion after ordinary liquidation | Forgotten asset or lawsuit | TTK Article 547 | Registration limited to the additional transaction |
| Deletion under Provisional Article 7 | Being a party to a specific lawsuit | Revival and supplementary liquidation conditions | Obtaining the necessary representation |
| Claim of irregular ex officio deletion | Recovering the earlier legal position | Examination of the lawfulness of the deletion | Protection appropriate to the claim and to the interest |
The table shows that citing a single article number in a petition is not sufficient. Although the legal classification belongs to the court, the factual circumstances, the relief sought and the evidence must be clear. Citing the wrong article and the absence of a legal interest or of a necessary claim are not the same problem.[5]
What did the Constitutional Court decisions change regarding revival periods and costs?
The five-year period was removed in 2023
In its decision of June 22, 2023, E.2023/33, K.2023/117, the Constitutional Court annulled the phrase “within five years from the date of deletion” in Provisional Article 7(15). The decision was published in the Official Gazette of September 15, 2023, and no deferred effective date was set for the annulment. The Court assessed that a period running independently of the claimant's knowledge of the request could render the route to application ineffective.[2]
This decision did not introduce a new five-year period running from the date of knowledge. Article 547 of the TTK also contains no special period for a supplementary liquidation application. However, the statute of limitations on the claim on which revival is based, the time limit for challenging a tax act and the procedural time limits in an ongoing file must still be protected separately. Removing the obstacle to an application does not make all substantive rights unlimited in time.
The ten-year transfer rule to the Treasury ceased to be in force on 23 September 2026
The Constitutional Court's decision of September 10, 2025, E.2025/31, K.2025/183 was published in the Official Gazette of December 23, 2025, numbered 33116. The rule in the second sentence of Provisional Article 7(15), under which the company's assets passed to the Treasury after ten years, was annulled. In connection with this annulment, the third sentence, under which the Treasury is not liable for the company's debts, and the words in Provisional Article 7(4)(b) that announce the same transfer in the notice, were also removed. Because a nine-month deferral was set for these three consequences, the effective date became September 23, 2026.[3]
Therefore, as of 16 October 2026, the former ten-year regulation cannot be applied as the current rule. However, the decision does not automatically correct past title transfers, nor does it mean that the Treasury has assumed all of the company's debts. Where there has been an earlier transfer or a final decision, the date of the transaction and the legal remedy available must be examined separately.
The trade registry office's cost exemption has a different effective date
The same Constitutional Court decision also annulled the sixth sentence added to Provisional Article 7(15) by Law No. 7511, which prevented costs of litigation and attorney's fees from being imposed on the trade registry office in revival proceedings following a duly executed deletion. That annulment was not deferred and took effect on December 23, 2025. The allocation of costs can no longer be justified by the annulled general bar. The concrete file and the general cost provisions are assessed, and it cannot be concluded that the trade registry office will always pay costs in every case.[3][5]
| Provision | Constitutional Court decision | Effective date | Practical result |
|---|---|---|---|
| Five-year application limit from the date of deletion | AYM 2023/117 | September 15, 2023 | This period bar has been removed |
| Trade registry office's special cost exemption | AYM 2025/183 | December 23, 2025 | General cost assessment is required |
| Transfer to the Treasury after ten years and related provisions | AYM 2025/183 | September 23, 2026 | The former transfer rule is not in force |
Forgotten assets and debts require different evidence
In a claim concerning assets, it must be shown that the value belongs to the company and why it could not be concluded during liquidation. A current land registry and encumbrance record, a vehicle registration, a bank letter or a contract file are therefore important. Relying on an old accounting entry may leave unanswered a defence that the asset was previously transferred or the debt was paid.
The collection of the company's own claim and the claim of a creditor against the company are different matters. In the first, the liquidator conducts the collection in the company's name, and the amount obtained does not become the former partner's personal money. In the second, the creditor asserts the claim through the appropriate court or enforcement route, overcoming the party and representation problem of the company. A revival ruling is not, by itself, a payment order or an acknowledgement of the claim.[1][4]
Where the debt has already been paid, the same transaction has been completed, or the claim concerns a person other than the company, a debate about legal interest may arise. On the other hand, the fact that the amount of the claim is disputed does not, on its own, remove the need for re-registration. A revival court is not expected to resolve the principal claim lawsuit in full. The subject matter of the two proceedings should be kept separate.
For example, suppose a partner learns that a warehouse is registered in the name of a limited liability company that has been deleted from the registry. The partner cannot acquire the property in their own name on the strength of the partnership document alone. The land registry record, the closing documents, existing debts and the need for supplementary liquidation are assessed together. Converting the property into cash or distributing it must be carried out with regard to the rights of the company's creditors and the relevant transaction conditions. If the same company has another lawsuit, the need to include it within the scope of the registration must be requested separately.
Who brings a revival action, and against whom is it directed?
Article 547 of the TTK allows the last liquidators, board members, shareholders and creditors to request re-registration. In a limited liability company, the liquidation provisions referred to are applied in accordance with the company's structure. Provisional Article 7(15) is based on creditors and persons with a legal interest. Each applicant must document their capacity and the connection between that capacity and the transaction to be completed. Having had any past relationship with the company is not enough.[1][2]
In revival actions brought after ordinary liquidation, practice is that the action is directed against the competent trade registry office and the last liquidator. Where deletion was carried out ex officio without a liquidator having been appointed, it is not expected that a liquidator who does not exist will be named as a defendant. The trade registry office's participation in the proceedings does not mean that it is liable for the company's debt. Nor do the company's former partners become mandatory defendants in every revival file merely because they were partners.[3][6]
It should not be assumed that the representation problem is solved simply by naming the deleted company itself as the defendant. The death of the last liquidator, the existence of more than one liquidator, or a deletion based on a different legal ground may affect the party structure. The registry records should first be obtained, and the parties should be established on the basis of those records and the protection sought. Incomplete joinder of parties may prolong the application and put at risk the time limit fixed in the main case. For readers facing a similar situation, the article Liability of the Liquidator and Their Removal may be helpful.
Competent court, procedure, fees and mediation
Article 547 of the TTK designates the commercial court of first instance at the place where the company's headquarters are located. Where there is no separate commercial court of first instance at that place, the civil court of first instance with jurisdiction acts as a commercial court when reviewing the matter. Even where an underlying labour, tax or real estate dispute is heard by another court, the need for re-registration and the jurisdiction over the main dispute must be kept separate.[1][4]
In its decision of December 13, 2018, E.2017/11-2924, K.2018/1935, the Civil General Assembly of the Court of Cassation accepted the simplified procedure for a revival action brought to continue employment-related proceedings for the determination of service against a liquidated company. In her academic review, Merve Hayran Polat also treats the re-registration sought for the purpose of supplementary liquidation as a non-contentious judicial matter and supports the simplified procedure and the principle of ex officio investigation. The debate about the nature of the procedure does not reduce the burden of preparing the parties and the evidence.[6][7]
A petition seeking re-registration alone is not a commercial debt action for the payment of an amount of money; therefore it does not fall within the compulsory mediation for monetary disputes under Article 5/A of the TTK merely because it is called a revival action. If a separate commercial debt claim, compensation or other monetary claim is also brought, the condition for bringing that claim must be assessed separately.[1]
For a revival and supplementary liquidation petition alone, a fixed fee applies. In addition, the advance on costs, service, registration and announcement procedures and, where necessary, the liquidator's fee should be budgeted. Adding a monetary claim may change the assessment of the fee. The fee and charges in force on the date of the application must be used; amounts from earlier years cannot be treated as current costs.[8]
How is the revival period protected when a lawsuit is pending?
Where a lawsuit in which the company is claimant or defendant was already pending before the date of deletion under Provisional Article 7, the bar on deletion in the second paragraph of the same article must be examined. Where the lawsuit was brought after deletion, however, that does not by itself make the earlier deletion retroactively unlawful. This chronological distinction affects both the scope of the claim and the claims directed at the trade registry office.[4]
Where the court has given time for an application for revival in order to resolve the question of capacity to be a party, the full content of the decision must be followed. Evidence that the application was made within the time granted and the file number should be submitted; where necessary, it may be requested that the outcome of the revival file be awaited. The repeal of the five-year period in the law does not make the procedural period set by the court ineffective. The curable defect in the conditions for bringing the action and the provisions on suspension are applied according to the stage of the case.[5]
It should not be assumed that bringing a revival action automatically suspends all time limits for the principal claim. The type of claim, the earlier lawsuit or enforcement proceedings, acts that interrupt the statute of limitations and notifications should be monitored on a separate timetable. A decision on supplementary liquidation does not replace the defence, the submission of evidence or the time limits for appeal in the main case. For the broader framework, the article Statute of Limitations and Preclusive Time Limits may be read.
Which transactions should the re-registration decision cover?
In its decision of January 24, 2024, E.2023/338, K.2024/3, the Civil General Assembly of the Court of Cassation considered a revival requested because of a recourse damages action brought later against a company that had been deleted ex officio. The Assembly accepted that the specific purpose could be met through supplementary liquidation, and that re-registration should be limited to the relevant proceedings and a liquidator should be appointed. The importance of the decision lies in showing that, even where deletion was ex officio, a limited solution suited to the real purpose of the claim is available. It does not automatically bring every irregular deletion claim within this scope.[4]
The relief sought must clearly identify the company's registry particulars, the transaction to be completed, the relevant lawsuit or enforcement proceedings, and the need to appoint a liquidator. If the judgment requires a step to be taken for it to be enforced, that need should also be explained. A decision granting representation in a single file cannot be used as permission to manage all of the company's assets with power of disposal, or to start other commercial activities.
The court appoints the last liquidator or one or more new persons for the supplementary liquidation, and ensures registration and announcement. If the former liquidator may be held responsible for the incomplete transaction, suitable representation and any possible conflict of interest must be assessed. The appointment of a liquidator does not mean that their past acts were lawful.[1]
Once the supplementary steps are complete, the closing and deletion procedures are carried out. A limited registration that lasts for years for the purposes of a lawsuit does not give the company general authority to conduct business. By contrast, restoring the earlier legal position by annulling an irregular deletion is different from a limited supplementary liquidation; no conclusion should be drawn without reading the operative part of the judgment.[4]
Tax and SGK debts are assessed separately from the revival decision
Deletion from the registry does not show that tax and premium debts have come to an end automatically. Article 10 of the Tax Procedure Law No. 213 contains special provisions on the legal representative and the liquidator in relation to past-period tax assessments and penalties for taxpayers deleted through liquidation. It therefore cannot be assumed that a company must always be revived before any tax step can be taken. The question of in whose name the act is to be carried out and which period it concerns must be examined.[9]
The personal liability of a limited liability company partner under Article 35 of Law No. 6183 on the Collection Procedure of Public Receivables is not the same as the liability of a legal representative. For SGK receivables, Article 88 of Law No. 5510 on Social Insurance and General Health Insurance regulates the joint liability of certain managers and representatives with the employer, where its conditions are met. A revival decision does not establish that the conditions for personal liability are met, nor does it remove them.[10][11]
The purpose of re-registration is also important for tax purposes. Providing representation in an old lawsuit alone is not the same as selling a property found in the company's name or carrying out another liquidation step. The registration decision, the transaction that actually takes place and the relevant period must be assessed together with a certified public accountant. Saying that every revival requires all returns to be filed is as overstated as saying that no tax obligation can arise from it. For details, see Tax and SGK Debts in Company Liquidation.
The application file should show legal interest and possible counter-arguments together
When preparing an application, adding a petition alongside the deletion certificate may not be sufficient. The complete registry file and the documents on the lawsuit, assets or debt on which the claim is based must complement one another. The working table below shows which concrete question each claim must answer.
| Applicant's claim | Core document | Possible counter-argument | Point to be explained |
|---|---|---|---|
| A company asset was forgotten | Current land registry or registration record, bank record | The asset was transferred, no balance remains | Current ownership and the incomplete transaction |
| A lawsuit cannot be concluded | Lawsuit file and interim decision | The company is not a party | Why representation is needed |
| A claim cannot be pursued | Contract, invoice, enforcement record | Payment made or wrong debtor | Legal connection with the company |
| The deletion was irregular | Registry warning and service documents | The procedure was completed | Specific defect and date |
| Deletion occurred while a lawsuit was pending | Dates of the lawsuit and of the deletion | The lawsuit was brought later | Comparison of the chronology |
| Revival is needed for a specific transaction | Refusal letter from the institution concerned | A narrower solution is sufficient | Necessity of the scope requested |
Information and documents sent to Güneş & Güneş Law Firm are handled for legal assessment and for the purpose of the services undertaken, within the principles of professional secrecy and the protection of personal data. Sensitive documents should not be sent before a suitable secure sharing channel has been confirmed. Initial contact alone does not mean that the matter has been accepted.
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For related topics, see our reviews of creditors' rights during liquidation of a company and the differences between return from liquidation and revival.
Conclusion
In a company revival, the correct starting point is to identify the basis for the deletion from the registry and the transaction that must be completed. Limited supplementary liquidation, the remedy of an irregular deletion and return from liquidation meet different needs. In the current assessment, the removal of the five-year limit, the cessation of the Treasury transfer rules on 23 September 2026 and the earlier annulment of the trade registry office's special cost exemption must be treated separately. The success of an application depends not only on re-registration, but on preparation that protects the time limits of the main case and ensures that the decision is implemented.
Frequently Asked Questions
Can revival be requested if five years have passed since the company was closed?
The five-year application limit from the date of deletion under Provisional Article 7(15) has been annulled. Article 547 of the TTK also contains no special application period. However, legal interest, the statute of limitations on the principal claim and the procedural time limits of the relevant file are examined separately.[1][2]
Does real estate registered in the name of a closed company pass directly to the partners?
No. Partnership status does not transfer the company's property directly into a partner's personal assets. The need for re-registration and supplementary liquidation, the company's debts and the conditions of distribution are assessed together. A revival decision is also not, in itself, a transfer of title in the land registry.[1][3]
Is it enough to name only the trade registry office as defendant in a revival action?
It depends on the type of deletion. After ordinary liquidation, it is practically important for the last liquidator to be included as a party. A deletion carried out without a liquidator and a liquidation closed by a liquidator are not assessed in the same way, and the registry file must be examined.[3][6]
Can a revived company issue invoices again and trade?
A limited supplementary liquidation decision is not a permit for a return to general commercial activity. The transactions set out in the decision can be carried out, but the documents and tax obligations that they require are examined separately. Restoring the earlier position through annulment of an irregular deletion calls for a different assessment.[1][4]
Is revival required for a tax or SGK debt?
Not in every case. Revival may be needed for a lawsuit in which the company must be a party; on the other hand, there are situations in which special laws allow action to be taken against a representative or other persons responsible. The period of the debt, the person it is addressed to and the basis for enforcement are decisive.[9][10][11]
How long does a revival action take, and who pays the costs?
There is no fixed time for concluding all cases. The registry documents, the establishment of the parties, service and the appeal process all affect the timetable. Costs are decided according to the concrete file; the annulled special exemption of the trade registry office does not, as a general rule, apply.[3][5]
Sources and legal bases
- Law No. 6102 on the Turkish Commercial Code (6102 sayılı Türk Ticaret Kanunu), in particular Articles 5, 5/A, 533–548, 643, 1521 and Provisional Article 7. Ministry of Trade legislation copy; for Provisional Article 7, together with the Constitutional Court decisions below: Text of the law.
- Constitutional Court, June 22, 2023, E.2023/33, K.2023/117; Official Gazette: September 15, 2023, 32310. Official decision record.
- Constitutional Court, September 10, 2025, E.2025/31, K.2025/183; Official Gazette: December 23, 2025, 33116. In particular §§37–39, 43–49, 62–64 and the operative part. Official decision record.
- Civil General Assembly of the Court of Cassation (Yargıtay Hukuk Genel Kurulu), January 24, 2024, E.2023/338, K.2024/3. Secondary republication of the full text: Supplementary liquidation of a limited company.
- Law No. 6100 on Civil Procedure (6100 sayılı Hukuk Muhakemeleri Kanunu), in particular Articles 33, 50–52, 114–115, 165, 323, 326, 330, 382 and 385. Ministry of Justice legislation copy: Text of the law.
- Civil General Assembly of the Court of Cassation (Yargıtay Hukuk Genel Kurulu), December 13, 2018, E.2017/11-2924, K.2018/1935. Secondary republication of the full text: Simplified procedure in revival actions.
- Merve Hayran Polat, “Evaluation of the Procedure Applicable in Proceedings for Re-registration of a Company for Supplementary Liquidation Purposes” (Ek Tasfiye Amacıyla Şirketin Yeniden Tescilinin Talep Edildiği Yargılamada Uygulanacak Olan Yargılama Usulünün Değerlendirilmesi), Adalet Dergisi, 2022/2, issue 69, pp. 491–512, DOI:10.57083/adaletdergisi.1217844. Article.
- Schedule (1) annexed to Law No. 492 on Fees (Harçlar Kanunu), Tariff items A/III-1 and A/III-2; distinction between fixed and proportional fees. Revenue Administration: Tariff text.
- Article 10 of Tax Procedure Law No. 213 (213 sayılı Vergi Usul Kanunu). Revenue Administration: Law.
- Law No. 6183 on the Collection Procedure of Public Receivables (Amme Alacaklarının Tahsil Usulü Hakkında Kanun), Articles 32–35 and repeated Article 35. Ministry of Treasury and Finance: Text of the law.
- Article 88 of Law No. 5510 on Social Insurance and General Health Insurance (Sosyal Sigortalar ve Genel Sağlık Sigortası Kanunu). General Directorate of Forestry legislation copy: Text of the law.