A joint-stock or limited company that has entered liquidation may, under certain conditions, return to normal business activity. Under TTK Article 548 (Turkish Commercial Code No. 6102), the ground for termination, whether distribution of company assets to partners has begun, and the required general assembly majority are examined together. Deletion from the trade registry and lifting of bankruptcy are separate routes. For that reason, the partners’ wish to resume work alone is not enough; the registry file, payment records and the company’s current management structure must be assessed together.[1]
The difference between return from liquidation and revival of a dissolved company
A liquidation decision does not mean the company ceases to exist at that moment. The company keeps its legal personality, limited to the purpose of liquidation, and uses the words “in liquidation” in its title. Return from liquidation (tasfiyeden dönme) is the process by which a company at this stage refocuses on earning income and carrying on commercial activity. No new company is formed; the legal continuity of the existing company is preserved.[1]
If liquidation has been completed and the trade name has been deleted from the registry, the situation changes. If real estate, a receivable or a pending lawsuit comes to light later, supplementary liquidation (ek tasfiye) may arise under TTK Article 547. Former liquidators, board members, shareholders or creditors may apply to the commercial court of first instance at the company’s head office. That re-registration is intended to complete the necessary remaining steps; it does not by itself permit a return to ordinary trading.[1]
| Status of the company | Route to examine | Decision or document | Purpose |
|---|---|---|---|
| Liquidation ongoing; a valid ground for termination exists | TTK Article 548(1) | General assembly and distribution review | Return to normal operations |
| Bankruptcy lifted or special composition with creditors concluded | TTK Article 548(2)–(3) | Court decision and registry entry | Continuation of the company |
| Liquidation completed; omitted transactions found | TTK Article 547 | Supplementary liquidation decision | Completing the omitted transaction |
| Termination or deletion considered unlawful | Relevant lawsuit or objection route | Evidence of unlawfulness | Legal review of the transaction |
Because the word “revival” (ihya) is used in practice for different requests, the title of a petition does not by itself show the outcome. The terms of the court decision, and which registry entries and transactions it addresses, must be examined. Academic commentary also stresses that supplementary liquidation and return from liquidation differ in purpose and timing.[2]
Which grounds for dissolution allow a return from liquidation?
Expiry of the term or a general assembly decision to dissolve
TTK Article 548(1) covers companies whose term has expired or that have been dissolved by a general assembly resolution. For limited companies, TTK Article 643 applies by reference; for registry procedures, the rules on return from liquidation for joint-stock companies apply through Article 104 of the Regulation on the Trade Registry.[1][3]
The first check is whether the dissolution has actually occurred. If, in a joint-stock company, the company has continued to operate on an open-ended basis after its term in the articles of association expired, TTK Article 529(1)(a) is considered separately. A situation in which the company has not yet entered liquidation is not the same as one that requires a resolution to resume an ongoing liquidation. The registry entry, the articles of association and the actual trading history must be read together.[1]
Is a general assembly decision enough for a company dissolved by court order?
A general assembly resolution to return from liquidation is not a general power to annul a final court order of dissolution. Other grounds for termination, such as the impossibility of the business purpose, should not be added automatically to the two grounds listed in Article 548(1). Where it is argued that the termination resolution was unlawful, the relevant legal remedy or invalidity review is pursued separately.[1]
In the full published text of the Ankara 7th Commercial Court of First Instance (Ankara 7. Asliye Ticaret Mahkemesi) decision dated September 19, 2025, case no. E.2025/641, decision no. K.2025/638, the court considered a limited company dissolved by court order that later became a single-shareholder company. The claimant stated that they had acquired the other partner’s shares and that the company’s finances were strong, and asked for the liquidation to be lifted. The court rejected the request, holding that the earlier dissolution order was final and that the situation did not fall within Article 548. This is a first-instance decision read from a secondary publication; it has not been verified against the official portal or any later appeal outcome. It is nonetheless a concrete example showing that a partners’ agreement does not replace the examination of the ground for termination.[4]
Why does the start of distributions to partners matter?
Debt payments and liquidation shares must be kept apart
The statutory limit is the point at which the company’s assets begin to be distributed among its shareholders. Paying a supplier’s invoice, settling a tax debt or collecting a receivable owed to the company does not, on its own, count as a distribution to partners. By contrast, repaying a partner’s capital contribution, paying a liquidation share or transferring property in lieu of a liquidation share falls squarely within this review.[1]
Being a partner does not automatically turn every payment into a liquidation share. A payment may be of a different nature where it repays a documented loan that the partner actually gave the company. However, the label “shareholder current account” is not enough. The origin of the debt, past bank transactions, the agreement, the accounting entry and the payment description must be consistent with one another. A transaction that is in substance a return of capital cannot be made safe by giving it a different account name afterwards. In this connection, the article Collecting Receivables from a Company in Liquidation should also be considered together.
A small payment and the problem of later repayment
The published text of the explanatory memorandum to the article states that even a nominal capital or a small liquidation-share payment will prevent a return, and that repaying the amount received to the company does not remove that result. The same memorandum treats profit distributions agreed before dissolution, but paid during liquidation, separately. Therefore, after the question “has any money left the company for its partners?”, the legal basis of the payment and the date of the decision must be examined.[5]
This distinction does not mean that every profit distribution is permitted. In particular, where a distribution decision is taken after liquidation has begun, the true nature of the transaction and the rules on protecting capital are examined separately. Signing a standard “no distribution has begun” report when there is a doubtful payment does not provide adequate assurance.
Hypothetical payment review
Suppose that a company entering liquidation by general assembly resolution made three payments from its bank account, in Turkish lira (TL):
| Payment | Initial legal assessment | Documents to examine |
|---|---|---|
| TL 300,000 to a supplier | Payment of a company debt | Invoice and bank receipt |
| TL 200,000 repaid to a partner as a loan | Debt repayment, if a genuine receivable exists | Source of the loan and account movements |
| TL 50,000 advance on a liquidation share to a partner | Risk of a liquidation-share distribution | Distribution decision and actual payment |
Making the first payment does not automatically close the route back. The nature of the second payment must be clarified with documents. If the third payment is a genuine liquidation-share payment, the fact that not all partners were paid does not change the result. Its purpose is to show that the basis of the transaction, not the title of the bank receipt, is decisive.
The three-month waiting period for distribution after the third-creditor call under TTK Article 543 is a separate matter. That period was reduced from six months to three months by Article 17 of Law No. 7341. The expiry of three months does not by itself end the right to return; under Article 548, the question is whether distribution has actually begun. Even where the court may permit early distribution if the conditions are met, that permission does not remove the obstacle to return once distribution has taken place.[1]
How is the 60 percent majority calculated?
A decision to continue must be taken by a favourable vote representing at least 60 percent of the company’s capital. The articles of association or the company’s constitution may make this threshold stricter and introduce further safeguards. The calculation is not based solely on the majority of those attending among themselves or on the number of partners.[1]
Take a company with capital of TL 1,000,000 and no privileged or special voting rights. Suppose TL 700,000 of capital is represented at the meeting, and TL 420,000 of it votes in favour of return. The favourable vote is 60 percent of the capital represented at the meeting, but only 42 percent of total capital. The statutory threshold is not met. At least TL 600,000 of capital must vote in favour; if the articles set a stricter requirement, that must also be satisfied.
The simple majority rule for ordinary resolutions of a limited company cannot be used in place of this special return resolution. The voting threshold for a resolution to dissolve the company should not be confused with the threshold for return from liquidation. In single-shareholder companies the majority question becomes simpler, but the conditions of an appropriate ground for termination and the absence of any distribution still apply.
To prepare a sound decision, the notice of meeting, the agenda, shareholdings, powers of representation and the vote count must all be recorded. A partner who objects must also show which capital and representation documents support the claim that a majority was not reached. A later registry entry does not by itself cure all internal legal defects in the resolution.
How is the general assembly resolution and registration file prepared?
Review file to prepare before the resolution
First, the termination resolution, trade registry announcements, the current articles of association and the liquidation accounts are compared. The distribution review should not rely only on the last balance sheet; bank, cash and in-kind transfers from the start of liquidation should be tracked. Payments to partners should be shown separately, with their legal basis.
A useful review file links the following:
- The alignment between the ground for termination and the liquidation start date entered in the registry.
- The payment date, recipient, legal basis and supporting document.
- The distribution of capital on the decision date, and the attendance and vote count at the meeting.
- The existing resources, debts, contracts and management needs for the business to continue.
A new supply order or an investor being found may explain the economic reason for the decision. Where the company is over-indebted, has lost capital, or owes public debts, the related obligations must also be addressed. Return from liquidation does not mean that financial problems are regarded as solved.
Documents filed with the trade registry and changes in representation
Article 88 of the Regulation on the Trade Registry requires a notarized copy of the return resolution and a report by the liquidators stating that distribution of assets to shareholders has not begun. The resolution is registered with the phrase “in liquidation” removed from the trade name and with the necessary changes in representation. For limited companies, Article 104 applies.[3][6]
The notary requirement for paper documents should not be considered separately from the rules on electronic procedures. The Regulation’s provisions on secure electronic signatures and the verification requirements of the system in use are examined. The current procedure page of the Bursa Chamber of Commerce and Industry (BTSO) also shows that notarial certification is not required in certain situations where decision copies can be verified through ETDS and Central Registration System (MERSİS) procedures. Merely scanning a document and uploading it to the system does not mean those exceptions apply.[6][7]
The application is submitted by the liquidator; if the application is made through an attorney, a power of attorney is attached. The notice and attendance documents for the general assembly and, where necessary, the appointment of managers and representation documents are completed in the file. The Alanya Chamber of Commerce and Industry’s list of procedures for limited companies also shows that the appointment of a manager is decided together with the return. In the specific file, the term of office of the body and the existing representation records must be checked separately.[8]
The filing deadline and the processing time are not the same
Under the general rule in TTK Article 30, unless otherwise provided, the period for requesting registration is 15 days; a separate one-month provision is considered for persons living outside the jurisdiction of the registry office. The period begins when the transaction or fact that must be registered occurs, or, if completion depends on a document, when that document is issued. These periods do not mean that the registry will necessarily process the application within the same time.[1]
Registration of the return resolution is decisive for legal effect; the reasoning explains that registration has a constitutive character. The application, registration and announcement dates should be tracked separately. Treating the receipt of a Central Registration System (MERSİS) application number as proof that all of the company’s records have returned to normal operation is not correct.[5]
Which special route applies to lifting bankruptcy?
TTK Article 548(2) makes a special provision for a company whose bankruptcy ended the company: if the bankruptcy has been lifted, or if it ended through the performance of a composition with creditors, the company continues. Filing for a composition, the granting of a respite period, or ongoing negotiations are not the same as this result.[1]
This route must be distinguished from the voluntary return resolution by a 60 percent majority under Article 548(1). The Ministry of Justice’s training source for bankruptcy administrators also states the view that no separate general assembly resolution is required after bankruptcy is lifted; the debate in academic writing is noted there. The nature of the court decision, its finality and the relevant bankruptcy transactions must be examined in the specific file.[9]
Paragraph 3 of the article provides for the registration of the decision lifting bankruptcy and for a document confirming that payment of share values and liquidation shares has not begun. Lifting bankruptcy is not the same as the bankruptcy being closed in the ordinary way after the distribution of assets. The statement that a bankruptcy file is closed alone does not establish that the company may return to trading.[1]
Which records and obligations must be completed after the return?
Management, contracts, employees and operating permits
The company continues as the same legal person; its existing debts, lawsuits and past transactions do not disappear. It cannot be assumed that a property validly sold during liquidation has returned, or that a lease terminated during liquidation has come back into force. Where the company intends to reuse assets or premises, the current state of rights in them must be checked.
Whether the reduced powers of the organs during liquidation are consistent with normal operation does not mean that a manager whose term has expired is automatically reinstated. Valid appointment and representation records, bank authorities, electronic signatures, the company seal and user permissions with public institutions must be matched. The handover by the liquidator of accounts, documents and ongoing work should be recorded in a written minute.[1][6]
If a closure has been recorded for a workplace or insured employees, the updates required by the Social Security Institution (SGK) are determined separately. Employment contracts that ended earlier are not considered to revive automatically, and employees’ existing claims are not erased by the return resolution. The status of licences, sector permits and operating certificates should be examined with the relevant authority. A return entry in the registry does not cause any cancelled permit to be renewed automatically. The article Liability and Removal of the Liquidator also addresses this subject from a different angle.
The start of the tax period and the registry date may differ
Article 17(1)(d) of the Corporate Tax Law No. 5520 provides that where the company gives up liquidation, the liquidation provisions do not apply and the decision takes effect from the beginning of the period in which it was taken. Liquidation-period tax returns filed up to that date take the place of ordinary-operation returns. Provisional tax obligations begin at the start of the provisional taxation period that includes the decision date. These are specific tax consequences; they do not make the registration stage under company law unnecessary.[10]
General Communiqué No. 546 under the Tax Procedure Law, dated January 18, 2023 and published in Official Gazette No. 32077, treats the electronic transfer of registry information from the Ministry of Trade as notice given by the taxpayer. Because of this facility, obligations that do not need to be separately notified must be distinguished from ongoing return, payment and record-keeping obligations. The timing of registration and application dates is also important. Tax registration, books and document order should be checked in practice together with the certified public accountant.[11] For further detail, see the article Tax and Social Security Debts in Company Liquidation.
What happens if the resolution or registry entry is challenged?
Against a decision of the trade registry office on the registration request, an objection may be lodged under TTK Article 34 within eight days of notification, before the commercial court of first instance where the registry is kept. For annulment of a general assembly resolution, the general rule is a three-month period running from the date of the resolution, together with the conditions for bringing an action under TTK Article 446. For limited companies, the relevant reference is Article 622. Claims of nullity (butlan) and non-existence (yokluk) are assessed separately for their time limits and legal nature.[1]
In an action against a return resolution, the lack of a proper notice of meeting, an incorrect vote count or a misleading distribution report may be argued. The documents supporting the company’s defence are the notices of meeting, representation documents, bank transactions and the basis of any payments. Bringing an action does not automatically suspend the resolution; whether to grant the request under TTK Article 449 (stay of execution) is decided by the court separately.[1]
A claim that merely seeks annulment of a general assembly resolution or an objection to a registry entry is not a commercial case with a monetary subject. Whether mandatory mediation under TTK Article 5/A applies depends on the type of claim; if a money claim or compensation is also sought, that claim is assessed separately. Where there are gaps in documents, court proceedings or representation disputes, no firm start date for new commercial commitments should be promised.[1] Readers facing a similar situation may find the article Annulment of a Company General Assembly Resolution helpful.
Legal assessment and document sharing
The first assessment focuses on the current registry record, the termination resolution, the articles of association, the liquidation reports and the schedule of payments to partners. Information and documents sent to the Gunes & Gunes Law Firm are handled for the purpose of legal assessment and the services undertaken, in accordance with professional secrecy and the principles of personal data protection. Before sending sensitive documents, ask the firm for its secure sharing channel. An initial enquiry or sending documents does not by itself mean that a matter has been accepted.
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For related topics, see our reviews on the closure and liquidation process for companies and revival of a company and supplementary liquidation.
Conclusion
Return from liquidation is not a general reopening procedure available to every company that is in the process of closing. First the ground for termination and the registry stage must be established; then it must be checked with documents whether distributions have been made to partners. Where the conditions are met, the required capital majority, a valid resolution and the registration steps are completed. Whether the return can actually be made to work also needs separate preparation in terms of management, financial records, employees and permits. Keeping the decision file consistent with the payment records makes any later disputes easier to assess.
Frequently Asked Questions
Do I need to set up a new company to reopen a company after it has entered liquidation?
If the conditions of TTK Article 548 are met, the existing company can return from liquidation and continue; no new company needs to be formed. Where the company has been struck off the registry or other grounds for termination apply, the route to follow is determined separately.
Does paying the creditors prevent a return from liquidation?
Paying the company’s genuine debts to creditors is not the same as distributing a liquidation share to partners. Particularly where payments are made to partners, the payment of a receivable must be separated, by reference to documents, from the repayment of capital or a liquidation share.
If a partner pays back a liquidation share, can the company return from liquidation?
The explanatory memorandum states that repaying a distributed capital or liquidation share does not make a return possible again.[5] For that reason, a plan to rely on a later repayment should not be trusted; the legal position should be settled before any distribution takes place.
In a limited company, is 60 percent of those attending enough?
No. It is not enough that 60 percent of those attending vote in favour. The favourable votes must represent at least 60 percent of the company’s capital, and any stricter conditions in the articles must also be met.
Is the agreement of all partners required to return from liquidation?
The statutory minimum threshold is 60 percent of capital, not unanimity. The articles of association may, however, provide for a stricter threshold or additional safeguards. A sufficient majority also does not replace the other conditions, such as the absence of any distribution.
Can a company struck off the registry return to ordinary trading through supplementary liquidation?
Supplementary liquidation serves to complete the missing transactions. Ordinary commercial activity cannot be concluded to have resumed without examining the scope of the re-registration decision, and return from liquidation and supplementary liquidation are different legal routes.
Sources and legal bases
- Turkish Commercial Code No. 6102; in particular Articles 5/A, 30, 34, 445–449, 529, 533–535, 543, 545, 547–548, 622 and 643. Text of the law, published by the Ministry of Trade.
- Zeki Doğan, Adalet Zozik and Abitter Özulucan, “Sermaye Şirketlerinde Ek Tasfiye: Hukuki Niteliği, Şartları ve İşlemlerin Muhasebeleştirilmesi” (Supplementary Liquidation in Capital Companies: Legal Nature, Conditions and Accounting Treatment of Transactions), 2026, pp. 146–147; academic article.
- Hatay Chamber of Commerce and Industry (Hatay Ticaret ve Sanayi Odası), Article 104 reference to the Regulation on the Trade Registry and procedures for return from liquidation of a limited company.
- Ankara 7th Commercial Court of First Instance, September 19, 2025, E.2025/641, K.2025/638; full text of the decision in a secondary publication.
- Text of the explanatory memorandum to TTK Article 548, published by Tokar Hukuk.
- Regulation on the Trade Registry; in particular Articles 13(5), 23, 88 and 104; open publication of the consolidated text.
- Bursa Chamber of Commerce and Industry (Bursa Ticaret ve Sanayi Odası), documents required for registration of return from liquidation.
- Alanya Chamber of Commerce and Industry (Alanya Ticaret ve Sanayi Odası), return from liquidation procedures for limited companies.
- Ministry of Justice, “Basic Training Source Book for Bankruptcy Administration Officers” (İflâs İdare Memurluğu Temel Eğitimi Kaynak Kitabı), 2025, pp. 92–93; official training source.
- Corporate Tax Law No. 5520, Article 17(1)(d); Grand National Assembly of Türkiye text of the law.
- Tax Procedure Law General Communiqué No. 546, dated January 18, 2023 and published in Official Gazette No. 32077; in particular Articles 3–4; official text.