Collecting a Receivable from a Company in Liquidation: Lawsuit, Enforcement and Creditors’ Rights

A joint-stock or limited liability company entering liquidation does not have its debts automatically extinguished. A creditor may notify the liquidator with its documents and ask for payment or appropriate security; where the conditions are met, it may also bring a lawsuit and enforcement proceedings against the company. The three months following the third call to creditors is not a deadline that ends the claim. The route depends on whether the company is still on the trade registry, on the due date of the debt, on whether the claim is disputed and on whether a bankruptcy decision has been made. A personal application to a shareholder or to the liquidator requires a separate legal basis.[1][2]

What does the liquidation decision change for a creditor?

Liquidation is the stage in which the company’s existing relationships are wound up, its assets are assessed and its debts are settled. Under Article 533 of Law No. 6102 on Turkish Commercial Code (TTK), the company keeps its legal personality until liquidation is complete, and the words “in liquidation” (tasfiye hâlinde) are added to its name. For this reason, the mere start of liquidation does not make the company’s shareholders substitute for it as the debtor under a contract. For limited liability companies too, the joint-stock company provisions apply to the liquidation procedure.[1]

For the creditor, the first step is to check the current trade registry record and the notices published in the Turkish Trade Registry Gazette (Türkiye Ticaret Sicili Gazetesi). Is the company operating, in liquidation, bankrupt, or struck off the register? Who is the liquidator and how is representation arranged? Where there are several liquidators, their signing arrangement must be examined separately. Assets belonging to another company, or to a business with a similar name at the same address, cannot be treated as belonging to the debtor company.

This framework is intended for ordinary joint-stock and limited liability company liquidation. Simple partnerships, partnerships of persons, cooperatives and entities subject to special legislation do not have the same liability framework. Collection procedures for tax and SGK receivables are also distinct from private-law claims. Details of this stage are discussed in our article Limited and Joint-Stock Company Liquidation.

How are creditors called, and is the right lost if no notice is given?

TTK Article 541 sets out the liquidator’s duty to inform creditors. Creditors who can be identified from the company’s books or documents and whose addresses are known are sent a registered letter. For other creditors, three calls are made at one-week intervals in the Turkish Trade Registry Gazette, on the company’s website and through the notice procedure set out in the articles of association.[1]

Appearing in the company’s records is not the only way to prove a claim. A delivery record, contract, bank transaction or correspondence may also support the request. On the other hand, the fact that an invoice has been issued does not in every case prove that the underlying delivery or service took place. If the liquidator rejects the debt, the dispute must be resolved between the parties; the liquidator’s rejection does not replace a court decision.

The three-month waiting period that begins after the third call is provided by TTK Article 543(2) for distribution of the remaining assets to shareholders. Article 17 of Law No. 7341 reduced the period from six months to three months. Six-month or one-year periods found in older sources therefore cannot be applied directly to current transactions. The court may allow an earlier distribution where there is no risk to creditors.[1][2]

A creditor who does not give notice within these three months does not thereby lose its claim. The purpose of the waiting period is to protect creditors before any distribution to shareholders; the limitation period of the claim itself runs separately. Legal scholarship also clearly distinguishes the waiting period for distribution from the period within which the claim may be asserted.[3] However, delay may make collection harder, because assets may be distributed, the company may be struck off, and an additional lawsuit may become necessary. The fact that the period does not forfeit the right does not make waiting advisable.

Bank deposit, notary deposit and security: the difference

A known creditor who has not given notice

The liquidator cannot disregard a debt he or she knows of on the ground that no notice was received. Under TTK Article 541(2), the amount of such a claim is deposited with the bank designated by the Ministry. Protection here does not depend only on whether the creditor saw the notice; what matters is whether the liquidator knew of the debt.[1]

The creditor may ask, in its application, that a document be provided showing the amount deposited, the person in whose name it was deposited and the transaction used. A statement that “we have set aside a provision” is not the same as the deposit required by law. An accounting entry alone does not show that the money was actually deposited, or that a legal security accessible to the creditor has been established.

A debt not yet due or subject to a dispute

TTK Article 541(3) provides that the sum covering debts that are not yet due or are disputed be deposited with a notary. However, where the debt has been adequately secured, or where the distribution of the company’s assets to shareholders is made conditional on payment of the debt, a notary deposit is not mandatory.[1]

These exceptions cannot be reduced to “we will think about payment later”. The amount of the security, its duration, its convertibility into money and the debt it covers must be determined. Even where distribution is conditioned on payment, a company does not achieve the same protection by first paying money to shareholders and then promising to pay the creditor. A deposit or security does not replace the final decision on the claim; the debtor company’s objections are examined separately.

For debts not yet due, TTK Article 542(1)(h) is also relevant: debts that can be discounted are paid immediately at the discount rate set by the Central Bank as provided by law, and the creditor must accept that payment. Debts that cannot legally be discounted are a different matter. For this reason, it is not correct either to treat all due dates as having arrived on the same day merely because liquidation has been registered, or to deposit every future debt with a notary without any assessment.[1]

Which documents should be included in the application to the liquidator?

The notice should ask that the claim be recorded and, as appropriate, that payment, deposit or security be provided. A notarised formal notice (ihtar), postal delivery whose receipt can be proven, or an appropriate electronic notification method may be chosen. For default notices between merchants, TTK Article 18(3) is also taken into account. Leaving a petition at the trade registry does not replace a payment demand to the company or the necessary lawsuit or enforcement proceedings.[1]

The application file should bring together the following information:

• The full name of the debtor company, its registry details, the liquidator and the address for service.
• The legal basis of the claim: contract, order, delivery and acceptance documents.
• The principal, payments made, set-offs, due dates and the interest claimed, calculated separately.
• Supporting documents such as invoices, bank receipts, reconciliation statements, correspondence, cheques or promissory notes.
• The case numbers of any lawsuits and enforcement files; objections, decisions and existing security.
• The payment demand; where there is a dispute, a request for appropriate protection and a documented account of any response received.

The statement “all my claims are reserved” does not discharge the obligation to explain which debt is being claimed. The attached statement of account must not deduct the same payment twice, and the due dates and currencies of different invoices must be kept separate. The chronology of the file also matters: delivery, due date, formal notice, partial payment, the liquidation announcement and enforcement dates should be read together.

Can a lawsuit or enforcement proceedings be brought against the company?

The correct debtor and the correct representative

Ordinary liquidation alone does not prohibit enforcement proceedings or a lawsuit against the company. An existing claim is directed to the company by the route that suits its legal nature. The liquidator represents the company; naming him or her as representative in the petition does not mean that the debt is claimed from that person personally. Pursuing a company debt by naming only the liquidator as debtor may create problems of party status and liability.[1][4]

Pending lawsuits and enforcement proceedings do not end automatically because of the liquidation decision. Current representation and service details must be placed on the file, and the dispute should be notified to the liquidator separately. A later deletion of the company from the register (terkin) is different: at that stage, the company’s legal capacity to be a party and the need for revival come into question. Our article on the Action for Annulment of Objection provides more detailed information on this subject.

Enforcement route, jurisdiction and mediation

For a money claim, general attachment enforcement without a judgment may be initiated where the conditions are met; where there is a judgment or a bill of exchange, different enforcement routes come into play. The period for objecting to a payment order under the general attachment procedure is, as a rule, seven days from proper service. If an objection stops the proceedings, the creditor should assess, depending on the documents it holds, whether to seek removal or annulment of the objection. For annulment, a one-year period runs from service of the objection; where the objection is removed on the basis of suitable documents, a six-month period is tracked separately.[4]

The competent court is not determined automatically by the fact that the debtor is a company. The origin of the claim and the capacity of the parties are considered together. A commercial money claim generally goes to the commercial court of first instance (asliye ticaret mahkemesi); special jurisdictional rules may apply in employment, consumer or lease relationships. As to territorial jurisdiction, the company’s seat as well as the place of performance, a valid jurisdiction agreement and claim-specific rules may all be important.[1][5]

Where a claim falls within TTK Article 5/A, meaning commercial claims and damages claims, the condition of mediation before filing must be checked for actions for annulment of objection, negative declaratory actions and actions for recovery of payment. Mediation as a condition precedent to litigation does not mean that mediation is required before enforcement proceedings merely for that reason. Employment and consumer disputes have their own scope and exceptions. The application must be made with the correct company and representation details, and the minutes drawn up at the end of the meetings must be submitted to the case file in the appropriate form.[1][6] For details of this topic, see our article How Is a Receivable Collected in Türkiye?

When assets are being distributed: precautionary attachment or interim injunction?

Where the risk to collection increases, protection of the claim may not be left until the end of the main lawsuit. Precautionary attachment (ihtiyati haciz) is the route for temporarily securing the debtor’s assets for a money claim. Under Article 257 of Law No. 2004 on Enforcement and Bankruptcy (İİK), it may be requested for a due money claim that is not secured by a pledge. For claims that are not yet due, the special circumstances provided by law are required. Entering liquidation does not by itself show that these exceptions have arisen.[4]

The claim and the required conditions must be shown at the level of prima facie proof. Contracts and delivery records, acknowledgment of debt, correspondence, transfers of assets and distribution decisions may be used in this assessment. The provision of security, and the possibility of liability for a wrongful attachment, are also assessed separately. The request should ask that the decision be implemented within ten days of its date. Where attachment was carried out before the lawsuit or enforcement proceedings, the seven-day period for completing the process runs from the attachment; where it was carried out while the creditor was absent, it runs from service of the minutes.[4]

An interim injunction (ihtiyati tedbir) under Article 389 of Law No. 6100 on Civil Procedure (HMK) aims to protect the right in dispute. For example, if protection is sought against an unlawful distribution by the company, the act through which the right is endangered must be explained. A general request for an injunction over all assets, made merely to secure collection of money, cannot be used as a way around the conditions for precautionary attachment. The subject and extent of the protection must correspond to the concrete danger.[3][5]

Temporary protection may also be considered while mandatory mediation is under way. Article 18/A-16 of Law No. 6325 (HUAK) provides that the periods for bringing actions do not run from the application for mediation until the final minutes. This provision should not be read as meaning that all periods for carrying out a decision are suspended; the enforcement of the decision and the later filing of a lawsuit must be tracked separately.[6] Readers facing a similar situation may find our article Interim Injunction and Precautionary Attachment helpful.

Do shareholders or the liquidator pay the company’s debts personally?

A shareholder of a joint-stock or limited liability company does not become personally liable for all of the company’s private-law debts merely because he or she is a shareholder. Independent grounds — a valid suretyship or guarantee, a separately assumed debt, or an unlawful act — are a different matter. The special liability provisions for public-law claims should not be confused with this assessment.[1]

The liquidator’s liability does not mean that an invoice that cannot be collected is transferred to him or her directly. The breach of duty, fault, damage and causal link under TTK Article 553 are assessed. Distribution without protecting a known claim, or the diversion of assets to the detriment of creditors, may raise liability arguments. On the other hand, a company whose assets were insufficient from the outset does not, by itself, allow every shortfall to be collected from the liquidator.[1]

The creditor’s own loss must be distinguished from the loss suffered by the company, which is reflected on the creditor. Claims based on the company’s loss and an action in which the creditor claims its own loss are not the same in terms of the right to sue, the person to whom compensation is paid and the priority of the bankruptcy administration. TTK Articles 555 and 556 are central to this distinction.[1]

The decision of the 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi) dated 2 December 2024, E.2023/6783, K.2024/8545, examined a dispute concerning lawyers’ fees. In that concrete case, the liability action against the liquidators was found premature, since enforcement and lawsuits against the company remained possible and liquidation had not been completed. The dismissal was upheld with its reasoning corrected. The decision shows the importance of the loss having materialised and of identifying the correct addressee; it cannot be generalised to the conclusion that every direct damages action must necessarily wait until the end of liquidation.[9] The article Company Tax and SGK Debts in Liquidation examines this subject from a different angle.

How does the route change in bankruptcy or on striking off?

Where the company’s debts exceed its assets, the liquidators must immediately notify the commercial court of first instance at the company’s head office. In the case of bankruptcy, liquidation is carried out under the provisions of the İİK in accordance with TTK Article 534. A claim notice in an ordinary liquidation and the registration of a claim with the bankruptcy estate are not the same application.[1]

The opening of bankruptcy stays the enforcement proceedings within its scope under İİK Article 193; those proceedings lapse once the bankruptcy decision becomes final. Legal exceptions and separate provisions on lawsuits are reserved. The creditor should follow the bankruptcy announcement and the registration of its claim with the estate, and assess separately its options regarding acceptance or rejection of the claim and the distribution schedule. The mere entry of the company into liquidation does not produce these consequences.[4]

Where an ordinary liquidation ends with the company struck off the register, additional liquidation may be needed because debts were overlooked or litigation is still pending. TTK Article 547 allows the creditor to request re-registration from the commercial court of first instance at the company’s head office, until the necessary additional steps are completed. Revival (ihya) is not a decision that finally resolves the substance of the claim or secures payment by itself. It must be determined whether the striking off arose from an ordinary liquidation or from a special route, such as TTK Provisional Article 7; a single time limit cannot be applied to all revival requests.[1]

Limitation, interest and the 2026 procedural changes

Entry into liquidation does not automatically suspend or restart the limitation period of a claim. The general period under Article 146 of Law No. 6098 on Turkish Code of Obligations (TBK) is ten years, but relationships such as lease, periodic performance, agency and contracts for work have different periods. The starting point is generally linked to maturity. A payment notice sent to the liquidator alone is not an act that interrupts limitation; acknowledgment of debt, lawsuits and enforcement proceedings, and the grounds listed in TBK Article 154, are assessed separately. While mandatory mediation is pending, the statutory suspension rule applies.[6][7]

For claims against the liquidator under the TTK, the limitation rules of TTK Article 560 are also examined separately: two years from the time the damage and the responsible person became known, five years from the act, and the exception for a longer criminal limitation period. The limitation periods for the principal claim against the company and for a damages claim against the liquidator cannot be used interchangeably.[1]

For interest, the due date of the principal, the moment the debtor falls into default and the type of interest applicable are each determined separately. Article 10 of Law No. 7589 changed the statutory interest calculation under Law No. 3095. For this reason, instead of applying a single current rate throughout a claim spread over several years, the calculation should be made by reference to the type of claim and the relevant periods.[7][8]

With the change that entered into force on 31 July 2026, Article 107 of the HMK was repealed, and a provision was added to Article 109(4) allowing a partial claim to be increased once in the same action until the end of the investigation stage, with the limitation period for the increased part deemed interrupted on the date of the action. For actions brought earlier under the former Article 107, practice continues under Provisional Article 1(10) of Law No. 7589 itself. Therefore, for a claim whose amount will be clarified by examination, the date of filing, the form of the claim and the stage at which it is increased should be planned together.[8]

Which steps come to the fore in two hypothetical situations?

Suppose a supplier holds delivery documents supporting a claim of 700,000 Turkish lira (TL) against a limited liability company, and learns of the company’s position four months after the third liquidation call. If the company is still on the trade registry, no revival action is needed, since only three months have passed. The claim and the payments are verified; a documented application is made to the liquidator; and a lawsuit or enforcement plan is prepared, taking into account the due date, the limitation period and the mandatory-mediation condition for commercial cases. If the company is known to hold the claim, the effect of the failure to give notice on the deposit obligation is also examined.

In another example, the company intends to distribute to shareholders while maintaining that a service fee of 500,000 Turkish lira (TL) will not be paid because of defective performance. Here, simply presenting the invoice may not be enough; the scope of the service, the acceptance records and a response to the defect claim should be prepared. Because of the dispute, the protection of TTK Article 541(3) comes into play. The conditions of distribution and the concrete danger should also be documented separately, so that appropriate interim protection can be assessed. The liquidator disputing the debt does not mean that the creditor has won the case, nor that the liquidator has personally assumed the debt.

Legal assessment and document sharing

A sound assessment requires that the trade registry records, announcements, contracts, payment documents and any existing lawsuit or enforcement files be examined together. In this way, the payment demand, the need for protection and the liability claim can be built on their own evidence.

Information and documents sent to the office are handled for the purpose of legal assessment and the services undertaken, within the principles of professional secrecy and the protection of personal data. Before sensitive documents are sent, the secure communication channel should be confirmed with the office. An initial contact does not by itself mean that the matter has been accepted.

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For related topics, see our reviews of Revival of the Company and Additional Liquidation Action and Liability of the Liquidator. For the position of creditors in the process of withdrawing from liquidation, see the article Withdrawal from Liquidation.

Conclusion

What is decisive for collecting from a company in liquidation is the current registry status, together with the due date and the proof of the claim. Notice, a request for payment or security, a lawsuit and enforcement can complement one another. The three-month distribution period does not end the claim, but the risks to assets and to limitation must be monitored. A personal application to a shareholder or to the liquidator requires a legal basis and evidence separate from the company’s debt.

Frequently Asked Questions

I missed the liquidation notice; can I no longer claim my receivable?

The three-month period after the calls is not a general time limit that extinguishes the claim. The limitation period of the claim and the company’s registry status are examined. If the company has been struck off, additional liquidation may become necessary.[1][3]

Are enforcement proceedings stayed because the company is in liquidation?

Ordinary liquidation alone does not stay enforcement proceedings. Other legal grounds, such as bankruptcy, a composition with creditors (konkordato) or a specific court decision, must be checked separately.[1][4]

If the company does not accept the debt, does the deposit obligation disappear?

No. TTK Article 541(3) provides protection for disputed debts too. A notary deposit, adequate security, or conditioning distribution on payment are assessed according to the concrete claim.[1]

Can I claim my receivable directly from a shareholder of the company?

In a joint-stock or limited liability company, shareholder status alone is not sufficient. An independent ground is needed, such as a personal guarantee or a separate undertaking that creates liability. The special rules on public debts are different.[1]

Does a notice to the liquidator interrupt the limitation period?

A payment notice alone does not produce this effect. Acknowledgment of debt, lawsuits and enforcement proceedings, other legal grounds for interruption, and the effect of mediation on the period must be examined separately.[6][7]

If revival is granted, will the company pay the debt immediately?

Revival allows the company to be re-registered so that the necessary additional steps can be taken. If the existence or amount of the claim is disputed, it is resolved separately; collection depends on accessible assets and on the enforcement conditions.[1]

Sources and legal bases

1. Law No. 6102 on Turkish Commercial Code (Türk Ticaret Kanunu), in particular Articles 4–5/A, 18, 329, 533–547, 553–561, 573 and 643–644; legislation copy of the Aydın Provincial Directorate of Trade.
2. Law No. 7341, Article 17; adopted text of the Grand National Assembly of Türkiye (TBMM).
3. Şengül Al Kılıç, “Anonim Şirketlerde Pay Sahiplerinin Tasfiye Payı Alma Hakkı” (“The Right of Shareholders in Joint-Stock Companies to Receive a Liquidation Share”), Ankara Hacı Bayram Veli University Faculty of Law Journal, 2019, 23/4, pp. 47–98; in particular pp. 72–74. The historical waiting period discussed in the study has been assessed together with the subsequent legislative amendment.
4. Law No. 2004 on Enforcement and Bankruptcy (İcra ve İflas Kanunu), in particular Articles 62, 66–68, 193–194 and 257–264; current text of the law in the Ministry of Justice comparison table. The provisions relied on here are taken from the current İİK column of the table, not from its draft provisions.
5. Law No. 6100 on Civil Procedure (Hukuk Muhakemeleri Kanunu), in particular Articles 2, 4, 6, 10, 17 and 389–397; for the 2026 amendments, see [8].
6. Law No. 6325 on Mediation in Civil Disputes (Hukuk Uyuşmazlıklarında Arabuluculuk Kanunu), in particular Article 18/A.
7. Law No. 6098 on Turkish Code of Obligations (Türk Borçlar Kanunu), in particular Articles 117 and 146–154.
8. Law No. 7589, Articles 10, 19–20, Provisional Articles 1(10) and 26; adopted text of the Grand National Assembly of Türkiye (TBMM).
9. 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi), 2 December 2024, E.2023/6783, K.2024/8545, full text republished, Karamercan Hukuk.