How to Close a Company in Turkey: LLC Liquidation Guide

Closing a Turkish limited liability company (Ltd. Şti.) is a legal procedure, not something that happens when trading stops. A solvent company is closed by voluntary liquidation (tasfiye): the shareholders resolve to dissolve it, a liquidator settles its affairs under the Turkish Commercial Code (TTK), and the Trade Registry deletes it at the end.

Until deletion, the company still exists. Under TTK Article 533 it keeps its legal personality, uses its trade name with the words “tasfiye hâlinde” (in liquidation) added, and its bodies’ powers are limited to the purpose of liquidation. Its tax registrations, books and filing duties continue in the meantime.

There is no shortcut through inactivity. The Ministry of Trade notes that the temporary rule allowing inactive companies to be struck off without ordinary liquidation (TTK Temporary Article 7) stopped applying on 1 July 2015. A company now has to be liquidated under the procedure in the Code before it can be deleted.

This guide covers the voluntary liquidation of a solvent LLC. The liquidation provisions are written for joint-stock companies and apply to LLCs through TTK Article 643, so most steps also apply to an A.Ş., although its dissolution vote follows TTK Article 421. If you are at the start of the life cycle instead, our company registration in Turkey guide covers the set-up side.

Liquidation at a Glance

• Decision: an LLC can be dissolved by a general assembly resolution (TTK Art. 636). This is an “important decision” that needs at least two-thirds of the votes represented and an absolute majority of the total voting capital (Art. 621).
• Liquidator: the managers carry out the liquidation unless the articles or the general assembly appoint someone else. At least one liquidator with representation authority must be a Turkish citizen resident in Turkey (Art. 536).
• Creditors: known creditors receive a registered letter; all others are called by three announcements, one week apart, in the Turkish Trade Registry Gazette (Art. 541).
• Waiting period: remaining assets cannot be distributed until three months have passed from the third call to creditors, unless a court allows it earlier (Art. 543).
• Tax: liquidation has its own tax periods, and the final liquidation return is due within 30 days after the liquidation ends (Corporate Tax Law Art. 17).
• Records: commercial books are kept for ten years (TTK Art. 82) and tax records for five years (Tax Procedure Law Art. 253).

Choose the Right Exit Route First

Voluntary liquidation is the standard route for a company that can pay its debts. It is not the only option, and the choice should be made before the resolution is drafted.

• Selling the shares: the company continues under new owners with its history, tax number and liabilities. Our LLC share transfer guide explains that route.
• Insolvency: if the liquidators find that the company’s debts exceed its assets, TTK Article 542 requires them to notify the commercial court, which decides on bankruptcy. That is no longer a voluntary closing.
• Changing course: a company in liquidation can return to normal business if distribution to shareholders has not started. Under TTK Article 548 the general assembly needs at least 60% of the capital to resolve this.

One date matters for small, older companies. The minimum capital for an LLC is now TRY 50,000. TTK Temporary Article 15 originally gave existing companies until 31 December 2026 to reach it; a Ministry of Trade communiqué (Official Gazette, 17 October 2026, No. 33403) extended the period to 31 December 2027. The Ministry of Trade’s company FAQ states that companies that do not increase their capital within the period are deemed dissolved. If you are unsure whether to keep the company, decide between a capital increase and an orderly liquidation well before that date, rather than letting the deadline decide.

Prepare Before the Resolution

A liquidation that starts with unreconciled accounts runs slowly and expensively. Before the general assembly meets, management and the shareholders should map:

• cash, receivables, inventory, fixed assets and shareholder current accounts;
• tax, SGK, employee, landlord, bank and supplier liabilities;
• guarantees, pledges, lawsuits, enforcement files and other contingent liabilities;
• contracts that must be performed, assigned or terminated, including leases and licences;
• unpaid capital commitments and related-party balances;
• who will act as liquidator and how representation will work; and
• the foreign documents and powers of attorney needed for the resolutions.

The accounting records should be brought up to date first. The opening liquidation balance sheet is built on them, and the tax position at the start of liquidation follows from it.

Step 1: Dissolution Resolution and Liquidator

The general assembly resolves to dissolve the company and enter liquidation, appoints the liquidator or liquidators and sets how they represent the company. If no liquidator is appointed, the managers carry out the liquidation (TTK Art. 536, applied through Art. 643). Liquidators can be shareholders or outside persons.

At least one liquidator with representation authority must be a Turkish citizen whose residence is in Turkey. If none of the representing liquidators meets this condition, a court can appoint one on the request of a shareholder, a creditor or the Ministry (Art. 537). Where there are several liquidators, two authorised liquidators must sign together unless the articles or the general assembly provide otherwise (Art. 539).

The Istanbul Trade Registry’s current checklist for entering liquidation asks for:

1. a MERSİS application and petition;
2. a notarised copy of the resolution from the general assembly meeting and discussion book;
3. the attendance list, if one was prepared;
4. a document showing acceptance of the appointment, if the liquidator is not a manager or shareholder; and
5. the liquidator’s signature declaration.

The creditor-call announcement text is generated in MERSİS and sent for publication together with the registration, and the registry collects the announcement fee with the application. Other registries apply the same law but may present their document lists differently, so check with the competent registry before signing.

Foreign shareholders at the general assembly

Where a foreign company is a shareholder, the resolution is signed in its name by its legal representative or a proxy. The Istanbul checklist asks for the foreign company’s current registry record showing the representative’s authority, legalised by a Turkish consulate or apostilled, with a notarised Turkish translation. If a proxy signs, the power of attorney must authorise voting and signing the resolutions and follows the same legalisation route. See our power of attorney guide before documents are issued abroad.

Step 2: Opening Inventory and Balance Sheet

Under TTK Article 540, the liquidators first examine the company’s position. Where needed they obtain expert valuations, and they prepare an inventory and an opening balance sheet showing the company’s assets and financial position. These are submitted to the general assembly for approval. The liquidators then take control of the assets, documents and books listed in the inventory.

On the tax side, the registry’s registration of the liquidation is passed to the Revenue Administration electronically. Under VUK General Communiqué No. 546, an LLC therefore does not file a separate notice with the tax office for entering liquidation. The Communiqué’s annex makes one exception that is easy to miss: the opening liquidation balance sheet must still be submitted to the tax office. The registry route counts as a timely tax notice only if the registry application is made within the one-month notification period in Tax Procedure Law Article 168.

Step 3: Call and Protect Creditors

TTK Article 541 sets out how creditors are informed:

• creditors who appear from the company’s books or other documents, and whose addresses are known, are notified by registered letter;
• all other creditors are called by three announcements, one week apart, in the Turkish Trade Registry Gazette and on the company’s website, and also as the articles of association require;
• if a known creditor does not come forward, the amount owed is deposited with a bank designated by the Ministry of Trade; and
• money covering debts that are not yet due or are disputed is deposited with a notary, unless those debts are adequately secured or distribution is made conditional on their payment.

Liquidators who pay out in breach of these rules are personally liable for the amounts paid without right (Art. 541, referring to Art. 553). Treat the creditor list as a working document, not a formality.

Step 4: Carry Out the Liquidation

TTK Article 542 sets the liquidators’ duties. They complete pending transactions, collect any unpaid capital, convert assets into cash and pay the company’s debts where the opening balance sheet and the creditor calls show that debts do not exceed assets. They may not enter into new transactions that the liquidation does not require. They keep the books the liquidation needs, deposit surplus cash with a bank in the company’s name, and pay debts that are not yet due immediately, discounted at the Central Bank’s short-term credit rate. If the liquidation lasts long, they prepare financial statements for each year-end.

Assets can be sold by negotiation unless the general assembly decides otherwise, but selling significant assets as a whole requires a general assembly resolution (Art. 538). Asset sales, write-offs and transfers to shareholders have tax consequences, including VAT and corporate tax. Price and document them before they are booked.

If the company has employees, their employment must be ended in line with Turkish employment law. SGK states that the employee exit notification must be filed through e-Sigorta within 10 days after the employment contract ends. The company’s SGK workplace registration should then be closed or updated as SGK requires; your payroll provider should confirm the notices for your case.

Step 5: Tax Compliance During Liquidation

Corporate Tax Law Article 17 replaces the normal accounting period with liquidation periods. The liquidation period starts on the date the dissolution resolution is registered and ends when the end of liquidation is registered. The part of the first calendar year after the start, each following calendar year and the final part year are separate liquidation periods.

• Interim liquidation returns are filed by the liquidators within the ordinary corporate tax filing period in Article 14: from the first to the last day of the fourth month after the period ends.
• The final liquidation return is due within 30 days after the liquidation ends.
• Attachments: the returns include the balance sheet, the income statement and a detailed list of the money and other assets distributed to shareholders.

Liquidators may not pay ordinary creditors (those in the fourth rank under Article 206 of the Enforcement and Bankruptcy Law) or distribute to shareholders without first setting aside an amount for the company’s taxes. If they do, they become personally and jointly liable for those taxes and related penalties. The tax can also be collected from shareholders who received assets or a share of the liquidation surplus (Art. 17(7)).

Other tax duties do not stop on their own. The Tax Procedure Law provides that, in liquidation, tax liability continues until all tax matters are completely finished (Art. 162). VAT, withholding, payroll and e-ledger obligations continue for as long as the relevant registrations and activities do. For an LLC, Law No. 6183 Article 35 also makes shareholders directly liable, in proportion to their capital shares, for public receivables that cannot be collected from the company.

Step 6: The Three-Month Wait and Distribution

Under TTK Article 543, what remains after the company’s debts are paid and the share amounts returned is distributed to shareholders in proportion to the capital they paid and any privileges, unless the articles provide otherwise. Distribution is made in cash unless the articles or a general assembly resolution provide otherwise.

The remaining assets cannot be distributed until three months have passed from the third call to creditors. A court may allow earlier distribution if, in the circumstances, creditors face no danger. Older summaries still mention six months or one year: Law No. 6728 cut the period from one year to six months, and Law No. 7341 of 4 November 2021 cut it to three months.

The three months is a minimum waiting period for distribution, not a promise that the whole liquidation will finish in three months. Reconciliations, asset sales, disputes, tax work and registry scheduling decide the real timetable.

Step 7: Final Accounts and Deletion

After the debts are paid or secured and the waiting period has passed, the liquidators prepare the final balance sheet and present it to the general assembly (Art. 542). The Istanbul checklist notes that the closing general assembly can meet only after three months from the third call to creditors. The closing file includes:

1. a petition signed by the liquidator;
2. a notarised copy of the general assembly resolution approving the final accounts;
3. the attendance list, if one was prepared; and
4. the final liquidation balance sheet approved by the general assembly and signed by the liquidator.

If the resolution deals with the books, the checklist says it is enough to state that the books required to be kept will be handled under TTK Article 82. Any registered branch must be deleted before, or at the latest together with, the company. If the general assembly cannot approve the final balance sheet, the liquidator can ask the registry to delete the company on the basis of a final commercial court decision approving it.

The liquidators then request deletion of the trade name, which is registered and announced (TTK Art. 545). Under Communiqué No. 546, the deletion registered by the Trade Registry also serves as the company’s notice to the tax office that its liquidation has closed, so an LLC does not file a separate closing notice.

The final liquidation return is due within 30 days after the liquidation ends. With it, the liquidators petition for the liquidation transactions to be examined for tax purposes (Corporate Tax Law Art. 17(8)). The law also allows the Ministry not to have the liquidation examined, taking into account the company’s legal form, field of activity and asset size (Art. 17(10)). Until the result is known, the liquidators’ personal liability for the company’s taxes continues.

Deletion does not end tax exposure. Under Tax Procedure Law Article 10, taxes and penalties for the periods before and during liquidation can still be assessed after the company has been struck off: for earlier periods in the name of any of its former legal representatives, and for the liquidation period in the name of any of the liquidators, who are jointly liable. A liquidator’s liability under this rule is limited to the amount distributed, and LLC shareholders are liable for pre-liquidation periods in proportion to their capital shares.

Records and Supplementary Liquidation

Under TTK Article 544, books and documents, including those of the liquidation, are kept in accordance with Article 82. Article 82 sets a ten-year retention period and provides that, where a legal entity has ended, its books and papers are kept for ten years by the civil court of peace (sulh mahkemesi). Separately, the Tax Procedure Law requires books and documents to be kept for five years from the start of the calendar year after the year they relate to (Art. 253). Agree in advance who will keep working copies of the tax files, because earlier periods can still be examined.

If a further liquidation step proves necessary after deletion, for example an overlooked asset, the last liquidators, managers, shareholders or creditors can ask the commercial court to re-register the company until those steps are completed (TTK Art. 547). Deletion is not a substitute for a complete closing file.

Notes for Foreign Shareholders

• Documents must be current. The registry asks for a current record of a foreign corporate shareholder, so extracts and powers of attorney used at the start may need to be refreshed for the closing general assembly. Check the competent registry’s expectations before the final meeting is scheduled.
• Keep banking operational. The company’s account and signatory authority are needed until the last payment and the final distribution. Closing the account too early can block the liquidator.
• Repatriation. Law No. 4875 on Foreign Direct Investment (Art. 3) allows foreign investors to transfer liquidation proceeds abroad through banks. The bank may ask for the liquidation file before it makes the payment.
• Tax on the distribution. Calculate the Turkish tax treatment of the final distribution before it is paid, together with any relief under a tax treaty. Ask a qualified adviser in your home country how the receipt is treated there.
• Liability does not end at the border. Shareholders who receive liquidation proceeds can be pursued for the company’s unpaid taxes under Corporate Tax Law Article 17(7), and LLC shareholders can be pursued for uncollectable public receivables under Law No. 6183 Article 35.

Official Sources

• Ministry of Trade: company frequently asked questions (minimum capital, Temporary Article 15)
• Ministry of Trade: company information (inactive companies and Temporary Article 7)
• Istanbul Chamber of Commerce: LLC registry procedures, including liquidation entry and closing
• GİB: Corporate Tax Law Article 17 (liquidation)
• GİB: Tax Procedure Law Article 10 (assessments after deletion)
• GİB: VUK General Communiqué No. 546 (registry transactions reported to the tax office)
• GİB: Law No. 6183, Article 35
• SGK: employer obligations, including exit notifications
• Turkish Commercial Code No. 6102

Plan the Closing File Before the Resolution

A liquidation moves only as fast as its weakest reconciliation: an old tax balance, an unpaid supplier, a foreign document that no longer matches the registry. Celikel CPA can bring the accounts up to date, prepare the opening and final liquidation balance sheets and the liquidation tax returns, and work with the liquidator on the registry file. See our company winding up and liquidation service or contact our team before the general assembly is called.