Closing a Turkish company rarely closes the file. A foreign shareholder who has signed off on the liquidation usually finds that three things outlive the entity: an asset or a claim nobody realised was still open, a creditor or a tax authority that appears after the name was struck off, and a question about how the winding-up itself was run. Each of those has its own provision in the Turkish Commercial Code No. 6102 and its own deadline, and they do not run from the same date.
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Our work here is on that second stage: the disputes that begin at or after the exit rather than the registry filings that precede it. Where the answer is to put the company back on the register, the mechanism is Article 547 and the procedure is set out step by step in our note on the action for re-registration under TCC Art. 547; the sections below deal with what survives the exit even when re-registration is not the remedy.
When does a Turkish company’s legal personality end?
Dissolution and the end of legal personality are two different moments, separated by the whole of the winding-up. The grounds of dissolution are listed in Arts. 529-530 for joint stock companies and Art. 636 for limited liability companies, and they are taken one by one in the note on re-registration. The feature that matters to a shareholder facing dissolution rather than reading about it is that the judicial route is cure-first: under Art. 530 (and under Art. 636(2) for limited liability companies, where the managers are heard instead of the board) the court must set a period to bring the position into conformity with the law before it may order dissolution. A foreign shareholder served with such an application is therefore not being asked whether the company should be dissolved; they are being given a window in which to fix the defect, and the window is usually short.
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Dissolution does not extinguish the entity. Under Art. 533(2) the company keeps its legal personality until the winding-up ends and trades under its name with the statutory addition marking that status, but the powers of its organs are confined to the purpose of winding up, and Art. 535 narrows them further to matters that are necessary and that liquidators cannot by their nature carry out. For limited liability companies Art. 643 routes the whole procedure and the powers of the organs to the joint stock provisions, so the analysis below applies to both forms.
What ends legal personality is the deletion of the trade name at the end of the process, requested from the registry directorate by the liquidators under Art. 545(1) and then registered and announced. Everything that happens after that date is a post-closure problem, and that date, not the dissolution resolution, is the one to fix before any limitation period is counted.
Who answers when a winding-up goes wrong?
Most re-registration applications trace back to a step that was skipped. The statutory programme is exact, and each stage is a place where a claim can later be made:
| Stage | What the Code requires | The exposure it creates |
|---|---|---|
| Appointment (Arts. 536-537) | Absent an appointment in the articles or by the assembly, the board carries out the winding-up. Where the court has ordered dissolution, the court appoints the liquidator. At least one liquidator authorised to represent must be a Turkish citizen resident in Türkiye. | A shareholder may apply to the court to remove a liquidator for just cause and have a replacement appointed (Art. 537(2)). |
| Opening inventory (Art. 540) | The liquidators examine the position at the start, consult experts to value the assets where needed, and put an inventory and balance sheet to the general assembly; after approval they take possession of the assets, records and books. | Assets omitted from the opening inventory are the ones that surface later and drive an Art. 547 application. |
| Calling creditors (Art. 541) | Creditors known from the books are notified by registered letter; the rest by three announcements one week apart in the Trade Registry Gazette and on the company website. Sums owed to known creditors who do not come forward are deposited with a designated bank; sums covering debts not yet due or in dispute are deposited with a notary, unless adequately secured, or unless distribution has been made conditional on their payment. | Article 541(4) applies the liability regime of Art. 553 to liquidators who pay out in breach of these rules. |
| Realisation and payment (Art. 542) | Pending transactions completed, unpaid share capital called, assets realised, debts paid; no new transactions the winding-up does not require. Debts not yet due are discounted at the Central Bank short-term lending rate and paid immediately, and creditors must accept, except claims that cannot lawfully be discounted. | Where debts exceed assets the liquidators must notify the commercial court immediately, and the court opens bankruptcy (Art. 542(1)(c)). |
| Distribution (Art. 543) | Unless the articles provide otherwise, the surplus is distributed in proportion to paid-in capital and privileges, and not before three months have run from the third announcement, although the court may permit earlier distribution where the circumstances disclose no danger to creditors. | Early distribution is the classic ground for a creditor's later claim against the liquidators. |
| Records (Arts. 544 and 82) | Books and documents are kept under Art. 82, which requires ten years and starts the period at the end of the calendar year in which the last entry was made or the statements prepared. | Without those records, a post-closure claim is hard to prove in either direction. |
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The liability that sits behind the table is Art. 553(1), which places liquidators alongside founders, board members and managers: a culpable breach of an obligation arising from the law or the articles makes them answerable to the company, the shareholders and the creditors for the loss caused. It has an express boundary: Art. 553(3) states that no one may be held liable for breaches or irregularities outside their control, and that this cannot be defeated by invoking a duty of supervision and care. Actions may be brought before the commercial court at the registered seat (Art. 561) and are heard under the simple trial procedure (Art. 1521), and Art. 560 bars them two years after the claimant learns of the loss and of the person responsible and in any event five years after the act, unless the act is a criminal offence carrying a longer limitation period, in which case that longer period applies to the compensation claim as well. Disputes between shareholders and liquidators are heard under the simple procedure, with Art. 546(1) directing the court to decide within thirty days.
One further rule protects the other side of the table. Under Art. 539(2), transactions a liquidator concludes with third parties outside the purpose of the winding-up still bind the company, unless it is proved that the third party knew, or could not have been unaware in the circumstances, that the transaction fell outside that purpose; the provision adds that mere registration and announcement of the winding-up is not sufficient evidence of that knowledge.
Which claims survive deletion from the trade registry?
Deletion from the trade registry does not settle the tax position. Article 160 of the Tax Procedure Law No. 213 has the tax office cancel a registration where a taxpayer who filed no cessation notice is found to have ceased, or cannot be found at any known address with no information that it is trading elsewhere, and then states in terms that cancellation does not extinguish obligations relating to the period before cessation, and does not prevent taxation for later periods if the business is found to have continued. Article 160/A adds a separate cancellation route for taxpayers whom the Ministry’s analysis and evaluation work identifies as carrying a high risk of issuing fake documents. A company can therefore be off both registers and still be the subject of an assessment.
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Public debt has its own track where the deletion was an ex officio strike-off rather than a completed winding-up. Provisional Art. 7(12) of the Commercial Code provides that outstanding debts do not prevent deletion under that regime, 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 No. 6183. Assets that surface in those cases were governed by Provisional Art. 7(15), under which they passed to the Treasury ten years after deletion; that sentence, and the sentence stating that the Treasury does not answer for the company’s debts, were annulled by a Constitutional Court decision of 10 September 2025, with the annulment taking effect on 23 September 2026, a change recorded in the footnotes to the consolidated text of the Code. The same decision also annulled the sentence added in 2024 that barred any award of costs and attorney’s fees against the registry directorate in reinstatement actions concerning companies struck off under Provisional Art. 7; that annulment took effect on publication of the decision, on 23 December 2025.
Where the underlying dispute is a shareholder conflict rather than a closure problem, the routes are different ones: withdrawal, expulsion and dissolution for just cause are set out on our page on shareholder exit, expulsion and dissolution, the trap inside a dissolution claim (that the court may buy out the claimant) is examined in our note on deadlock and exit remedies under TCC Art. 531, and the tools a minority holds short of ending the company are collected in our guide to shareholder disputes and minority rights.
Can a company in winding-up resolve to continue instead?
Not every exit has to be completed. Article 548(1) allows the general assembly of a company dissolved by the expiry of its term or by its own resolution to resolve that the company continue, but only for as long as distribution of the company’s assets among the shareholders has not begun. The resolution requires the votes of at least sixty per cent of the capital, a threshold the articles may raise and reinforce with further measures, and the closing sentence of Art. 548(1) puts the registration and announcement of that resolution on the liquidator. Article 548(2) covers the insolvency case: a company dissolved by the opening of bankruptcy continues where the bankruptcy is lifted or ends through the implementation of a composition; for that case Art. 548(3) has the liquidator register the decision lifting the bankruptcy, with a document confirming that share amounts and liquidation shares had not started to be distributed among the shareholders attached to the registration request.
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The limits of that provision are the reason timing matters. It reaches only two grounds of dissolution, and it closes the moment distribution starts. After that, the only route back is the one the court controls.
Work handled on these files
Applications for re-registration and additional liquidation under Art. 547; applications concerning the appointment or removal of liquidators under Arts. 536 and 537(2); liability claims by and against liquidators under Arts. 541(4), 553 and 560; creditor claims against a deleted company and the recovery of assets found after closure; resolutions to continue under Art. 548 and their registration; and the review of a winding-up while it is still running, where the object is to keep an Art. 547 application from becoming necessary at all. Where the entity is still to be built rather than unwound, the structuring decisions that make an eventual exit straightforward belong at the company formation stage.
