Closing a limited or joint-stock company generally requires a decision to dissolve it, followed by liquidation and deletion from the trade registry. Liquidators establish the company's assets, call creditors, and wind up ongoing work and debts. Once the conditions for distribution are met, the final balance sheet and the deletion are completed. The three-month period concerns the distribution of the remaining assets after the third call to creditors. The total duration and cost depend on the company's debts, employees, assets and disputes.[1][2]
How company closure, liquidation and deletion differ
Stopping a company's business, taking down its sign or closing its bank account does not end its legal personality. Dissolution generally moves the company into liquidation. Liquidation is the settling of existing legal and financial relationships. Deletion (terkin) is the removal of the company's trade registry record once these transactions are complete. During liquidation the company keeps its legal personality and adds "in liquidation" (tasfiye hâlinde) to its name.[1]
This distinction also determines who is liable for debts. A company's contract does not automatically become the partner's contract when the company enters liquidation. Notices, lawsuits or payment demands addressed to the company must be assessed. Leaving a file unattended, or failing to show a debt in the closing balance sheet, does not extinguish it; the dispute still needs to be resolved legally.
A share transfer does not close the company; it changes the ownership structure. Transactions that the law allows to end a company without liquidation, such as mergers, are assessed separately. A dissolution lawsuit filed because the partners cannot agree is not itself a "closure without liquidation" method. This article covers the ordinary liquidation of limited and joint-stock companies that are not subject to special regulation. Banks, insurance companies and other regulated entities need a separate review of licences and special liquidation regimes.[1][4] Related to this, the matter of Company Revival and Additional Liquidation Action should also be considered.
How the liquidation decision is taken, and how company type changes it
Decision and registration in a limited liability company
In a limited company, a general assembly decision to dissolve requires two majorities together under Article 621(1)(ı) of the Turkish Commercial Code (TTK): at least two-thirds of the votes represented, and a simple majority of the entire nominal capital carrying voting rights. The majority of attendees alone is not enough. Stricter provisions in the articles of association and the convening procedure are also checked.[1]
For example, a partner representing half of the capital who is left alone at a meeting because the other partner did not attend cannot thereby adopt a dissolution resolution. Even if all votes cast point the same way, the second capital threshold may not be met. Before a draft resolution is prepared, the share ledger, voting rights, proxy documents and the articles of association should be reviewed together.
In dissolutions other than by bankruptcy or court decision, registration and announcement are made by the manager; if there are several managers, at least two of them do so. In liquidation, the provisions on joint-stock companies apply through TTK Article 643. A limited company may not skip creditor notices or the final balance sheet on the ground that its form is simpler.[1]
Decision and registration in a joint-stock company
In a joint-stock company, a general assembly resolution to dissolve requires the favourable votes of shares forming at least 75 percent of the capital, under TTK Articles 529(1)(d) and 421(3)–(4). If this quorum is not reached at the first meeting, it does not lapse at later meetings. Stricter conditions in the articles of association are also taken into account. Registration and announcement, other than in bankruptcy or by court decision, is the responsibility of the board of directors.[1]
Where there is a single partner or a single shareholder, the decision must be in writing. Even if one person holds the entire capital, that person cannot combine the company with their own assets; creditor protection and registry procedures continue. In a joint-stock company, the list of those present, the representative of the Ministry and any permit requirements are determined by the characteristics of the company and the meeting. The same annexes should not be assumed to be mandatory at every liquidation meeting.[1][4] For the broader framework, see Annulment of a General Assembly Resolution.
Appointing the liquidator and arrangements for representation
A liquidator may be designated by the articles of association or company agreement or by general assembly decision. The liquidator may be a partner or an outsider. If no appointment is made, in a joint-stock company the board of directors carries out the liquidation, and in a limited company the managers do so in line with the organ structure. If a court orders the dissolution, the court appoints the liquidator. At least one liquidator authorised to represent the company must be both a Turkish citizen and resident in Türkiye.[1]
A decision that only states names and surnames is not enough for a working arrangement. The signing format, access to company accounts, delivery of records and the necessary professional support should be clarified. Where there are several liquidators, unless otherwise arranged, two of them must sign under the company's name to bind it. Statutory powers cannot be fully delegated, but authority may be given for specific implementing acts.[1]
Legal doctrine emphasises the distinction between the purpose of liquidation and the representation power of the company's organs. In practice, this means that not every transaction is disregarded merely because "the company is now in liquidation." Under TTK Article 539(2), transactions outside the company's purpose generally also bind the company. Proof that the third party knew, or could not have failed to know, of this may change the result, but registration of the liquidation alone is not sufficient for that proof. Whether the transaction binds the company and the liquidator's liability are assessed separately.[1][5] Details of this stage are discussed in Liquidator's Liability and Removal.
Initial inventory, debt review and the bankruptcy threshold
Liquidators prepare an inventory and a balance sheet showing the company's initial assets and financial position, and submit them to the general assembly for approval. An expert valuation may be obtained where necessary. Beyond the bank balance, real estate, vehicles, stock, trademarks, deposits, advances given and receivables from partners should be investigated. If there is a difference between the accounting record and the land registry, the bank or the actual stock, an explanation should be placed in the file.[1]
The existence of debts does not prevent liquidation; settling debts is one of its core functions. However, balance-sheet over-indebtedness (borca batıklık) is different from a mere shortage of cash. Where there is doubt that the assets will cover creditors' claims, the necessary interim balance sheet review is carried out under TTK Article 376. In a limited company, the link to TTK Article 633 is considered. If during liquidation it becomes clear that debts exceed the company's assets, the situation must be reported immediately to the commercial court of first instance (asliye ticaret mahkemesi) at the company's seat under Article 542(1)(c).[1]
The view that "the partners agreed to close, so let's wait for the notice period" does not replace the over-indebtedness review. If bankruptcy is ordered, the liquidation is carried out not by ordinary liquidators but by the bankruptcy administration within the framework of the Enforcement and Bankruptcy Law (İcra ve İflas Kanunu). Queuing agreements (sıraya girme anlaşmaları), financing or a composition with creditors (konkordato) are also subject to their own conditions. An undocumented promise of payment does not remove the duty to report.[1]
How creditor notices and the three-month waiting period apply
Notice to known creditors, public notice to others
Registered letters are sent to persons who, according to the company's records, are known to be creditors and whose addresses are known. Other creditors are called to report their claims through three notices published in the Turkish Trade Registry Gazette (Türkiye Ticaret Sicili Gazetesi) at one-week intervals. The internet site arrangements under TTK Article 541 and the announcement procedures in the articles of association should also be checked in the file. Announcing the start of liquidation in the registry alone may not show that the creditor calls were complete.[1]
A notice does not remove a known debt. For a known creditor who does not respond to the call, the deposit-with-bank mechanism provided by law applies. For debts that are not yet due or are disputed, options such as deposit with a notary, adequate security, or making distribution conditional on payment of the debt are assessed separately. Objecting to a supplier's claim does not justify removing that amount from the closing account without reason.[1]
In the practice of the Istanbul Chamber of Commerce (İTO), the text of the creditor call is generated electronically during the liquidation application made through the electronic trade registry system (MERSİS) and sent for publication. This convenience does not remove the need to check that the notices were actually published and on what dates. The current procedure of the relevant registry should be checked before applying.[3][4]
Three months is not the total liquidation period
Under TTK Article 543(2), remaining assets cannot be distributed until three months have passed from the date of the third call to creditors. The change that reduced the period from six months to three months was made by Article 17 of Law No. 7341. Starting the count from the general assembly decision, the first notice or the registration of entry into liquidation is incorrect.[1][2]
Where the court finds no risk to creditors, it may allow earlier distribution. A unanimous decision of the partners, or the liquidator's view that "there are no debts," does not replace court permission. Nor does the expiry of the three months by itself resolve an unsold property, an unfinished contract or an unprotected disputed debt.
The closing timeline should therefore track three separate dates: the publication of the third notice, the date on which the statutory waiting period for distribution ends, and the date on which the other liquidation steps are actually completed. The final general assembly date that matches the registry application is determined by considering these together.[1][3]
Employees, leases, licences and ongoing work
Employment contracts and social security procedures
A liquidation decision does not automatically end all employment contracts. Staff who will continue are separated from those whose contracts will be terminated. Wages, overtime, unused leave and, where applicable, severance pay and notice pay are calculated. Notice periods and job security provisions apply according to the facts; a closing statement does not extinguish employee claims.[6][7]
Collective dismissals and the full, permanent closure of a workplace require separate review under Labour Law (İş Kanunu) Article 29. Where the law requires it, notice to the relevant authorities and posting at the workplace at least thirty days in advance of a full closure must not be overlooked. According to the SGK's statement, the employee separation notice (işten ayrılış bildirgesi) for a 4/a insured person must be submitted within ten days of the date the employment contract ends. This deadline cannot be postponed until the company's deletion date.[6][8]
Leases, customer contracts and administrative permits
Completing ongoing orders, refunding advances, releasing guarantee letters and meeting warranty obligations each require a separate decision. Steps required by liquidation may be carried out; new commercial activities unrelated to the purpose may not be started. If the sale of a substantial part of the company's assets in bulk is being considered, the general assembly decision and the relevant quorum are reviewed separately.[1]
Vacating a leased premises may not end all rent obligations. Under Article 325 of the Turkish Code of Obligations (TBK), if premises are returned before the end of the lease, a reasonable re-letting period comes into consideration. Factors such as finding a suitable new tenant and the expenses the landlord incurred may change the result. The termination notice, the date of return, the key handover record and the deposit account should therefore be added to the closing file.[9]
For licences, operating permits, branch registrations, subscriptions and electronic service accounts, determine which authority must process which step. A licence should not be assumed to transfer together with the business. Transfer, cancellation or closure conditions depend on the type of permit. Access to electronic notification and registry systems should not be ended before open files and retention obligations have been assessed.
Which documents belong in the liquidation file?
The documents submitted to the registry and the proof file kept internally are not the same. The Istanbul Chamber of Commerce's limited and joint-stock company pages show, for the start of liquidation, the certified copy of the decision, the signature declaration and, where needed, the acceptance document of an externally appointed liquidator. At the end of liquidation, they show the certified final and definitive balance sheet and the general assembly decision. Foreign partners, special permits or representation documents may create additional paperwork. The document format accepted for electronic decisions and books should be confirmed with the relevant registry.[3][4]
| Stage or event | Core document | Check to perform | Remaining risk |
|---|---|---|---|
| Dissolution decision | Contract, notice, minutes | Votes and capital quorum | Invalid decision |
| Taking up the role | Inventory, initial balance sheet | Match of ownership and debts | Missing assets |
| Creditor call | Newspapers, mailing records | Date of the third call | Early distribution |
| Disputed debt | Contract, formal notice, file record | Deposit or security | Unprotected claim |
| Leaving the workplace | Termination, handover and payment records | Labour and rent accounts | Later claim |
| Deletion preparation | Definitive balance sheet, closing decision | Open matters and distribution trail | Need for additional liquidation |
Suppose, hypothetically, that a company has sold its stock and repaid its bank loan. A deposit it gave to its landlord has not yet been refunded, and a former employee's wage claim is disputed. Checking the loan closure letter alone is not enough to distribute the money in the bank account. The deposit is tracked as a company receivable, and the evidence for the employee's claim and the amount to be protected are reviewed. The balance sheet thus rests on matters that have actually been resolved in the file.
Handover of documents should be recorded in minutes, showing who keeps which record in the file. The division of tasks among the liquidator, the financial adviser (mali müşavir) and the lawyer can be shown on a calendar. This work reduces gaps that arise from assuming that a task will already be done by another professional.
How is the cost of closing a company calculated?
A single "2026 company closure fee" does not give the right answer for every company. The Istanbul Chamber of Commerce's 2026 tariff regulates registry fees, announcement fees, document fees and service charges separately. For creditor calls, the length of the notice and the company type also matter. A single deletion item in the tariff should not be presented as the total cost of liquidation.[12]
A realistic budget should show the following items separately:
- Registry and announcement costs for the start of liquidation, the change of representation, creditor notices and deletion.
- Notary, translation, apostille, power of attorney and document procurement costs.
- Fees for the liquidator, the financial adviser, the lawyer and, where necessary, a valuation expert.
- Accounting, rent, staff, archiving and asset protection costs that continue throughout liquidation.
- File-specific costs that may arise from litigation, collection, sale and security transactions.
The company's existing tax, loan or labour debts are separate financial obligations, apart from the transaction fee. If a quote for a "closing cost" does not distinguish these, a low-looking service fee may not reflect the cash needed to close the company. The quote should clarify its scope, taxes, third-party costs and the fee method if liquidation runs longer. The final amount is calculated on the transaction date, according to the tariff and the specific file.
Final balance sheet, distribution, tax procedures and deletion
At the end of liquidation, a definitive balance sheet is prepared and submitted to the general assembly. Distribution to partners should not be made until company debts have been paid and suitable measures have been taken for claims that must be protected. The liquidation surplus is calculated taking into account paid-in capital, valid privileges and the provisions of the contract. Return of the full initial capital is not guaranteed. Distribution is ordinarily made in cash; in-kind distribution requires additional legal and financial review.[1]
Tax periods and returns continue during liquidation. Under Article 17(2) of the Corporate Tax Law No. 5520 (Kurumlar Vergisi Kanunu), the return for the final liquidation period is submitted within thirty days from the date the liquidation is concluded. Notice of distributed assets and the provisions for taxes must be placed on the closing timeline. The liability regime for tax and premium debts cannot be determined by looking only at partner status; managerial and liquidator roles also matter.[10]
For transactions transmitted electronically from the trade registry to the tax administration, the notification facility under the Tax Procedure Law (VUK) General Communiqué No. 546 should also be checked. The annex to the communiqué clearly states that joint-stock and limited companies will continue to submit the liquidation-entry balance sheet to the tax office. Ending the obligation to re-notify the same information does not mean ending the obligation to file the liquidation return and pay taxes.[11]
When liquidation is completed, the liquidators request the removal of the company's name from the registry, and the deletion is registered and announced. If a pending lawsuit, a forgotten property or an uncollected receivable comes to light later, re-registration for additional liquidation under TTK Article 547 may be required. This route does not mean the company returns without limit to its ordinary business activity. Creditors' enforcement routes and personal liability claims are assessed separately.[1]
Business books must also be retained after closure. Records under TTK Articles 82 and 544 are subject to a ten-year retention system. The period starts at the end of the calendar year in which the last entry was made in the commercial books and, for other documents, at the end of the calendar year in which the transaction or event covered by the document took place under the law. Where a legal entity ends, the retention arrangement with the civil court of peace (sulh hukuk mahkemesi) under Article 82(8) must be observed. The delivery and custody method for physical documents, electronic records and access tools should be settled before deletion.[1] For more on this, see Tax and SGK Debts in Company Liquidation.
Legal assessment and document sharing
A liquidation plan requires a joint review of the current company agreement, registry records, ownership structure, latest financial statements, asset and debt lists and any open disputes. Information and documents sent to Gunes & Gunes Law Firm are processed for the purpose of legal assessment and of the services undertaken, in accordance with the principles of professional secrecy and personal data protection. For sensitive documents, ask the firm for its secure sharing channel. An initial contact does not by itself mean that the matter has been accepted.
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For related topics, see collecting a receivable from a company in liquidation and the conditions for returning from liquidation.
Conclusion
Liquidation of a limited or joint-stock company involves steps that complete one another, from a valid decision to the final balance sheet and deletion. The company type changes the quorum and the duties of the organs, while protecting creditors is the common axis of liquidation. The three months that begin with the third call are a statutory waiting period for distribution; they are not the length of the whole file.
An actionable plan shows which document will close each asset and debt item. Employment, lease, licence, tax and open lawsuit checks should be built into the plan from the start. The cost budget should cover not only the registry fee but also the services and protection costs that continue throughout liquidation. A deletion request should not become a formality that makes unresolved matters invisible.
Frequently Asked Questions
Must a company that has never operated also be liquidated?
Inactivity does not remove the registry record automatically. The company's legal status and any special route for ending it are reviewed. In an ordinary closure, the decision, the protection of creditors, the balance sheet and the deletion steps are carried out. A company that appears inactive may still have unpaid capital, dues, rent or tax obligations, so its records should be reviewed first.[1]
Does a company close definitively three months after three notices?
No. The three-month period limits the distribution of remaining assets, counted from the third creditor call. If collection, sale, disputes or contract work continue, liquidation may take longer. Early distribution requires that creditors face no risk and that the court grants permission.[1][2]
Can a limited company with debts enter liquidation?
Yes. Identifying and paying debts is one of the core tasks of liquidation. However, if the company's assets are not enough to cover its debts, the over-indebtedness and court-notification duties are assessed. If bankruptcy is decided, a different liquidation regime applies. A liquidation decision does not extinguish debts.[1]
Can I skip the creditor notices in a single-shareholder company?
No. A single-partner structure may make the decision easier, but it does not remove creditor protections. Even if the partner is also the manager or liquidator, the company's assets may not be distributed as if they were personal money. Title, representation, notice and deletion steps are carried out according to the company type.[1]
Do employees' contracts end after the liquidation decision?
The decision alone does not end all employment contracts. The status of the employees, the termination procedure, notices and entitlements to be paid are assessed separately. The deadline for the employee separation notice follows the actual legal end date of employment; it should not wait for deletion from the registry.[6][7][8]
Can I destroy the books after the company has closed?
No. The retention provisions of the TTK continue to apply after liquidation. The period, the document type, the readability of electronic records and the storage method for the books of a terminated legal entity must be checked. Preserving evidence for any ongoing dispute is also important.[1]
Sources and legal bases
- Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu), particularly Articles 82, 376, 408, 421, 529–548, 616, 621, 633, 636–637 and 643. Copy of the legislation from the Aydın Provincial Directorate of the Ministry of Trade.
- Law No. 7341 amending the Law on the Establishment and Duties of the Türkiye Exporters Assembly and Exporters' Unions and Certain Laws (7341 sayılı Türkiye İhracatçılar Meclisi ile İhracatçı Birliklerinin Kuruluş ve Görevleri Hakkında Kanun ile Bazı Kanunlarda Değişiklik Yapılmasına Dair Kanun), Articles 17 and 19. Text of the law as adopted by the Grand National Assembly of Türkiye.
- Istanbul Chamber of Commerce (İstanbul Ticaret Odası), Limited Companies: Entry into Liquidation and Procedures at the End of Liquidation. Official registry procedure guide.
- Istanbul Chamber of Commerce (İstanbul Ticaret Odası), Joint-Stock Companies: Entry into Liquidation and Procedures at the End of Liquidation. Official registry procedure guide.
- M. Emin Bilge, "Dissolution and Liquidation of the Joint-Stock Company" ("Anonim Şirketin Sona Ermesi ve Tasfiyesi"), Erzincan University Faculty of Law Journal (Erzincan Üniversitesi Hukuk Fakültesi Dergisi), Vol. XVI, No. 3–4, 2012, pp. 261–294; especially pp. 280–287. Full academic text.
- Labour Law No. 4857 (4857 sayılı İş Kanunu), particularly Articles 17–21, 29, 32 and 59. Copy of the legislation from the Ministry of Labour and Social Security.
- Labour Law No. 1475 (1475 sayılı İş Kanunu), Article 14 as currently in force. Copy of the legislation from the Ministry of Labour and Social Security, on the statutory provisions on severance pay.
- Social Security Institution (Sosyal Güvenlik Kurumu), Employer's Obligations: Obligation to Submit the Employee Separation Notice. SGK announcement.
- Turkish Code of Obligations No. 6098 (6098 sayılı Türk Borçlar Kanunu), Article 325. Copy of the legislation from the Ministry of Labour and Social Security.
- Corporate Tax Law No. 5520 (5520 sayılı Kurumlar Vergisi Kanunu), Articles 17(1)–(3) and 7–8. Revenue Administration Presidency (Gelir İdaresi Başkanlığı) current legislation data.
- Tax Procedure Law (Vergi Usul Kanunu) General Communiqué No. 546 (Sıra No. 546), Articles 3–4 and Annex 1, Official Gazette, January 18, 2023, No. 32077. Republication of the communiqué on Lexpera and original Official Gazette scan of Annex 1.
- Istanbul Chamber of Commerce (İstanbul Ticaret Odası), 2026 Trade Registry Fees, Turkish Trade Registry Gazette (TTSG) Announcement Fees and Service Charges. Official tariff.