TCC Art. 547 lets the last liquidators, board members, shareholders or creditors ask the commercial court at the registered seat to re-register it until the outstanding liquidation work is finished; a separate route under Provisional Art. 7 covers companies struck off ex officio.
A Turkish company that has been deleted from the trade registry no longer exists as a legal person, and nothing can be done in its name until a court brings it back. The route back is Article 547 of the Turkish Commercial Code (Law No. 6102), which allows the last liquidators, board members, shareholders or creditors to ask the commercial court of first instance at the company’s registered seat to re-register the company for as long as the outstanding liquidation work takes. A parallel route, Provisional Article 7 of the same Code, applies where the trade registry directorate struck the company off ex officio rather than at the end of a completed liquidation.
The practical trigger is almost always mundane. A bank account nobody remembered is found. A plot of land is still registered in the company’s name. A supplier’s claim reaches a company that no longer exists. In each case the underlying right survives, but the holder of that right does not — which is exactly the gap Article 547 was drafted to close.
Why the Company Stopped Existing: Dissolution, Liquidation, Deletion
Dissolution and deletion are two different events, separated by the whole of the liquidation process.
A joint stock company dissolves for one of the grounds in TCC Art. 529: expiry of the term in the articles of association without the company having become open-ended by continuing to trade, achievement or impossibility of the corporate object, a dissolution ground written into the articles, a general assembly resolution taken under Art. 421(3)–(4), a bankruptcy decision, or the other cases the law provides. Art. 530 adds a judicial ground: where a legally required organ has been missing for a long time, or the general assembly cannot convene, the commercial court — on the application of shareholders, company creditors or the Ministry, and after hearing the board — sets a period to bring the position into conformity with the law, and orders dissolution only if the period passes without a cure. For limited liability companies, Art. 636(2) runs the same cure-then-dissolve mechanism, but on the application of a partner or a company creditor and with the managers heard instead of the board; Art. 636(5) then applies the joint stock rules to the consequences of dissolution.
Dissolution does not extinguish the company. Under TCC Art. 533(2) the company in liquidation keeps its legal personality until liquidation ends, and trades under its name with the words “tasfiye hâlinde” added, its organs’ powers narrowed to the purposes of liquidation. Liquidators then work through the statutory programme: creditors known from the books are notified by registered letter, and all others by three announcements one week apart in the Turkish Trade Registry Gazette and on the company website (Art. 541); sums owed to known creditors who fail to come forward are deposited with a bank designated by the Ministry, and sums covering debts not yet due or in dispute are deposited with a notary unless those debts are adequately secured or the distribution of the company’s assets among the shareholders has been made conditional on their payment. Liquidators complete pending transactions, realise assets and pay debts, and if the debts exceed the assets they must notify the commercial court immediately, whereupon the court opens bankruptcy (Art. 542(1)(c)) — the point at which the company’s problem stops being a liquidation question and becomes an insolvency one, alongside remedies such as composition proceedings and financial restructuring.
Only at the end does deletion happen. Art. 543(2) bars distribution of the surplus until three months have run from the third announcement to creditors — although the same paragraph lets the court permit earlier distribution where the circumstances disclose no danger to creditors. What remains is then distributed among shareholders in proportion to paid-in capital and privileges (Art. 543(1)), and under Art. 545(1) the liquidators ask the registry directorate to delete the trade name, which is then registered and announced. That deletion is the moment legal personality ends.
Two Routes to Reinstatement, and Why the Difference Matters
Turkish practice uses the single word ihya for both routes, which obscures a distinction the Court of Cassation treats as decisive.
| Additional liquidation — TCC Art. 547 | Reinstatement after ex officio strike-off — TCC Provisional Art. 7(15) | |
|---|---|---|
| Preceding event | A liquidation was carried out and closed; the trade name was deleted under Art. 545. | The registry directorate struck the company off without the ordinary liquidation procedure, under the regime introduced for companies identified up to 1 July 2015. |
| Who may apply | Last liquidators, board members, shareholders or creditors (Art. 547(1)). | Creditors of the deleted company and persons with a legal interest, on just grounds. |
| Court | Commercial court of first instance at the registered seat (Art. 547(1)). | Provisional Art. 7 says only "the court"; the application arises under the Commercial Code, so it is a commercial matter under TCC Art. 4(1) and falls to the commercial court of first instance under Art. 5(1). |
| Time limit | None stated in Art. 547. | The five-year period ceased to apply when the Constitutional Court's annulment took effect on 15 September 2023. |
| Effect of the decision | Re-registration until the additional liquidation work is finished; the ground of dissolution is not undone. | Where the strike-off was unlawful: annulment of the strike-off, restoring the pre-deletion position without entering liquidation. Where it was lawful: the decision is in substance an additional liquidation under Art. 547. |
| Liquidator appointed? | Yes — mandatory under Art. 547(2). | Not where the decision annuls an unlawful strike-off; yes where the decision operates as an additional liquidation. |
The General Assembly of Civil Chambers set this out in July 2025, and the Court of Cassation has repeated it through 2026. The reasoning is that reinstating a company whose strike-off was unlawful is really an application to set the strike-off aside: the aim is not to finish incomplete liquidation work but to restore the company to the legal position it held before an irregular deletion, so the company revives without passing into liquidation and no liquidator is needed. Where the strike-off was lawful, by contrast, the ground of dissolution still stands; reinstatement serves only to give the company party capacity for a specific dispute, the decision is an additional liquidation in the sense of Art. 547, and the appointment of a liquidator under Art. 547(2) becomes compulsory.
Provisional Art. 7(2) supplies the most common ground of unlawfulness: the ex officio regime does not apply to companies with pending proceedings as claimant or defendant. A company struck off despite live litigation was struck off unlawfully. The qualification is that a case filed after an otherwise lawful strike-off does not retroactively make that strike-off irregular.
Standing, Legal Interest and the Parties to Name
Article 547(1) names four categories with standing: the last liquidators, board members, shareholders and creditors. In the shareholder and liquidator setting the applicant is usually a person who discovers that something was left unfinished — an undistributed asset, an uncollected receivable, a registration that was never completed, or a claim that needs a defendant. Anyone weighing whether an exit was properly closed will find the same considerations in the corporate law work that surrounds share transfers, dissolution resolutions and post-closing obligations.
Standing is not enough on its own. Under Art. 114(1)(h) of the Code of Civil Procedure (Law No. 6100), the claimant’s legal interest in bringing the action is a condition of action, and under Art. 115(1) the court examines the conditions of action of its own motion at every stage of the case — although Art. 115(2) requires the court to allow a definite period for cure where the defect is curable. In practice this means the application must identify a concrete outstanding matter. An application that asks for reinstatement in the abstract, with no asset, claim or proceeding behind it, has nothing on which legal interest can rest.
As to parties, the trade registry directorate is a statutory party to these applications — a role described as yasal hasım: the directorate is joined because the law requires it, not because it is accused of anything, which is why costs are not automatically awarded against it where its own conduct was regular. Where the application seeks additional liquidation, the last liquidators are also brought in; the case files reaching the Court of Cassation in 2026 record appeals lodged by counsel for the respondent liquidator, which shows how the parties are in fact constituted.
Procedure: Simple Trial, Non-Contentious Jurisdiction, and the Appeal Ceiling
Three procedural points shape how these applications actually run.
Simple trial procedure applies. The Court of Cassation holds that an application for additional liquidation is heard under the simple trial procedure of Art. 316 of the Code of Civil Procedure, reasoning that there is no statutory basis for subjecting it to the written procedure and no sense in trying the main liquidation dispute under the simple procedure while trying the additional liquidation under the written one. That fits TCC Art. 546(1), which subjects disputes between shareholders and liquidators to the simple procedure and directs the court to decide within thirty days, hearing the liquidators and the shareholders concerned where it sees the need, and TCC Art. 1521, which applies the simple procedure to actions against liquidators.
Additional liquidation is now classified as a non-contentious matter. Following the General Assembly ruling of July 2025, its 2026 decisions hold that although additional liquidation is not listed in Art. 382(2) of the Code of Civil Procedure, that list is illustrative rather than exhaustive, and that additional liquidation satisfies the criteria in Art. 382(1) — cases where there is no dispute between the interested parties, and where the interested parties have no right capable of being asserted. In non-contentious matters Art. 385 applies the simple procedure so far as its nature permits and, absent contrary provision, the principle that the court investigates of its own motion.
That classification closes the route to the Court of Cassation. Under Art. 362(1)(ç), decisions given in non-contentious matters cannot be taken to the Court of Cassation, so an appeal against the regional court of appeal’s decision is rejected without examination of the merits. This position is taken by majority and is contested: dissenting opinions argue that an application directed against the last liquidators, in which the applicant must prove a just interest and the liquidators may prove the liquidation was complete, is by nature contentious. Anyone planning a reinstatement application should therefore treat the regional court of appeal as the effective end of the road, and put the evidence in at first instance rather than holding it back.
What the Court Orders — and What It Does Not
Art. 547(2) describes the decision precisely: if the court is satisfied that the application is well founded, it orders the re-registration of the company for additional liquidation, and it appoints as liquidator either the last liquidators or one or more new persons to carry out that work, having the appointment registered and announced. Three consequences follow.
First, the revival is purpose-bound. Article 547(1) grants re-registration “until these additional transactions are concluded”, and the case law limits the reinstatement to the dispute or asset that justified it. The company does not resume trading, and the ground of dissolution is not reversed.
Second, the company that revives is a company in liquidation, not a going concern. Its organs’ powers remain confined to liquidation purposes under Art. 533(2), and the liquidator — not the former board — acts for it. Where the outstanding matter is litigation, the liquidator is the person through whom the company sues or is sued.
Third, once the outstanding work is done the company is deleted again under Art. 545. Reinstatement is a corrective step in a closed exit, not a reopening of the business. That is also a planning test: an exit designed at the outset — proper creditor notification, a clean asset schedule, clear treatment of long-tail claims — is what keeps an Article 547 application from ever being necessary. The same forward planning belongs in the company formation stage, where the choice of vehicle and the governance documents already decide how difficult the eventual wind-up will be, and it is one of the points foreign shareholders most often skip when setting up a company in Türkiye.
Assets Surfacing After an Ex Officio Strike-Off — a Rule Changing on 23 September 2026
Companies struck off without liquidation under Provisional Art. 7 raise a distinct question: what happens to assets nobody dealt with?
Two features of that regime should be read together. Provisional Art. 7(12) provides that, in the cases where the trade name is to be struck off under that regime, outstanding debts do not prevent the deletion, but that the liability of the legal representatives of joint stock companies and of the shareholders of limited liability companies for public debts arising before the deletion continues under the Law on the Collection Procedure of Public Receivables (Law No. 6183). Deletion, in other words, was never a clean break for those persons.
Provisional Art. 7(15) then provided that assets which may surface, belonging to a company whose trade name was deleted without liquidation, pass to the Treasury ten years after the deletion, and that the Treasury does not answer for the company’s debts. The Constitutional Court has annulled both of those sentences, and the annulment takes effect on 23 September 2026. The same decision annulled, with effect from the same date, the corresponding wording in Provisional Art. 7(4)(b) — under which the warning sent to companies that had become dissolved by failing to raise their capital to the level required by Decree-Law No. 559 had to state that the assets would pass definitively to the Treasury after ten years. The consolidated text of the Code on the official legislation database records both annulments in its footnotes.
Two practical points follow. First, the surviving parts of Provisional Art. 7(15) — including the right of creditors and persons with a legal interest to apply for reinstatement on just grounds — are unaffected. Second, the earlier annulment of the five-year application window, effective 15 September 2023, already removed the argument most often raised against these applications: that the applicant was too late.
Preparing the Reinstatement Application
Because the regional court of appeal is in practice the final instance, the file assembled at first instance carries the whole case. Four items do most of the work.
The registry trail comes first: the full trade registry record and the Turkish Trade Registry Gazette announcements, which show whether the deletion followed a completed liquidation under Art. 545 or an ex officio strike-off, and which reveal whether the warning and announcement steps of Provisional Art. 7(4) were carried out. Second, the evidence of the outstanding matter — the land registry extract, the bank correspondence, the court file number, the unpaid invoice — because this is what establishes legal interest under Art. 114(1)(h). Third, proof of the applicant’s own capacity: the share ledger entry, the registered board appointment, or the liquidator’s registration. Fourth, where the argument is that the strike-off was unlawful, evidence of the proceedings that were pending on the strike-off date, since Provisional Art. 7(2) excludes such companies from the ex officio regime altogether.
Two errors recur. One is applying in the abstract, with no identified asset or dispute, which is a legal-interest problem rather than a merits problem. The other is choosing the wrong court: Art. 547(1) fixes venue at the company’s registered seat as it appears in the registry, not at the applicant’s own place of business or at the location of the asset.
Reinstatement is one part of a wider set of post-closure questions, handled under company exit and post-closure reinstatement.
