Close a Company in Turkey From Abroad 2026: Liquidation, Time, Costs and Power of Attorney

What is the liquidation of a Turkish company and what happens when the company closes?

The liquidation of a Turkish company is the winding up of the affairs of a dissolved joint-stock or limited liability company, the payment of its creditors and the distribution of the remaining assets to the shareholders. The rules are set out in the Turkish Commercial Code No. 6102; the joint-stock company provisions also apply to the consequences of the dissolution of a limited liability company.

A liquidation resolution does not make the company disappear immediately. The dissolved company enters liquidation, keeps its legal personality until the end of the liquidation and uses its trade name with the words "in liquidation". During this period, the powers of the company's organs are limited to the purpose of liquidation. The company ceases to exist when, after the liquidation is completed, its trade name is deleted from the registry.

What is called "closing a company" in everyday language legally means liquidation and the deletion of the company from the trade registry (deregistration). A company may be dissolved by a resolution of the general assembly, by the expiry of the term set in the articles of association, by a court's dissolution decision or by bankruptcy.

The closure of a Turkish branch of a foreign company and a partner's exit from the company are not the subject of this article; these transactions are subject to separate rules.

How can a company with foreign shareholders in Turkey be closed from abroad?

A company with foreign shareholders can be closed from abroad in 3 ways: a dissolution resolution at the general assembly, dissolution by the court if the shareholders cannot agree, or bankruptcy if the debts exceed the assets. These routes differ both in their outcome and in who will manage the process.

The table below shows whom to apply to on each route and the outcome of the route (Law No. 6102; checked in November 2026).

On the general assembly route the shareholders choose the liquidator; on the court route the court does.

If the shareholders want to choose the person who will manage the process themselves, a general assembly resolution gives them this option. The court route, on the other hand, arises in two situations.

If a legally required organ of the company, such as its manager or board of directors, has been missing for a long time, or if the general assembly cannot meet, a shareholder or a creditor may request dissolution. In a joint-stock company, the Ministry of Trade may also make this request. The court first gives a period for the situation to be remedied.

In a limited liability company, every shareholder has the right to request dissolution for just cause. In a joint-stock company, this right belongs to shareholders representing at least one tenth of the capital (Turkish Commercial Code, Art. 531). In this action, instead of dissolving the company, the court may also order that the claimant be paid the real value of their shares.

Which conditions are decisive in the liquidation of a company in Turkey?

The route to follow in a company liquidation is mainly determined by whether the debts exceed the assets, whether the quorum can be reached and whether there is a liquidator who meets the requirement. The fact that "the company is no longer active" does not by itself show which route to follow. The decisive facts are:

• whether the company is a joint-stock company or a limited liability company,
• the shareholders' voting shares and whether the quorum can be reached,
• the company's public debts, such as taxes and social security premiums,
• known creditors and pending lawsuits or enforcement proceedings,
• assets such as real estate, vehicles or bank accounts,
• whether the debts exceed the assets,
• whether there is a liquidator who is a Turkish citizen residing in Turkey,
• the country in which the shareholders can issue a power of attorney and its document rules.

Of two companies that both appear inactive, one may be closed with the notice and waiting periods, while the other, whose debts exceed its assets, goes into bankruptcy. For this reason, the debt position should be clarified before the liquidation resolution. The fact that the shareholders are abroad does not affect the route; it affects how the resolution and the powers of attorney are prepared.

How is a liquidation resolution adopted without the shareholders coming to Turkey?

The shareholders can adopt the liquidation resolution without coming to Turkey through a power of attorney given to the person who will represent them at the general assembly. The shareholder does not have to attend the general assembly meeting in person; the shareholder votes through their representative.

In a limited liability company, a dissolution resolution requires at least two thirds of the votes represented. These votes must also form an absolute majority of the entire share capital carrying voting rights (Turkish Commercial Code, Art. 621/1-ı). In a joint-stock company, a dissolution resolution requires the affirmative vote of shares representing at least 75 percent of the capital. The articles of association may provide for a stricter quorum.

The liquidator can also be appointed by the same general assembly resolution. In a joint-stock company, if no separate liquidator is appointed, the board of directors carries out the liquidation; in a limited liability company, too, expressly naming the liquidator in the resolution avoids uncertainty about who will carry out the liquidation.

How is a power of attorney issued abroad used in a company liquidation in Turkey?

A power of attorney made before a foreign notary abroad is, as a rule, used in Turkey with an apostille or consular legalisation and a Turkish translation. Which one is required depends on whether the country where the document was issued is a party to the Hague Apostille Convention.

Issuing a power of attorney at a Turkish consulate may, at some missions, require a Turkish identity number or a Blue Card (a document given to persons who were Turkish citizens by birth and gave up citizenship with permission, and to their descendants). A foreign shareholder should confirm this option in advance with the mission where the transaction will be made.

The scope of the power of attorney is also decisive. If the authority to vote at the general assembly, to approve the liquidation resolution and to choose the liquidator is not expressly written, the document may be found insufficient at the Trade Registry Directorate. Liquidation transactions such as closing the bank account or selling the company vehicle, however, are carried out by the liquidator on behalf of the company; the shareholder does not need to give a separate power of attorney for these transactions.

Can a company liquidation in Turkey be reversed?

Yes. As long as the distribution of the company's assets among the shareholders has not begun, the general assembly may resolve that the company continue. The law gives this option for a company dissolved by the expiry of its term or by a general assembly resolution; a company dissolved by a court decision is not included. A continuation resolution requires the votes of at least 60 percent of the capital, and the articles of association may make this quorum stricter.

The liquidator has the resolution to abandon the liquidation registered with the trade registry and published. For tax purposes, too, the liquidation rules do not apply to a company that has abandoned liquidation; the liquidation returns filed up to that date replace the ordinary returns for its normal activity. Once distribution has begun, a resolution to abandon the liquidation can no longer be adopted. A company dissolved by bankruptcy continues if the bankruptcy is lifted or ends with a composition (concordat).

Does a liquidator in Turkey have to be a Turkish citizen?

Yes. In a company liquidation, at least one of the liquidators authorised to represent the company must be a Turkish citizen and have their place of residence in Turkey. The law sets this requirement expressly: "It is mandatory that at least one of the liquidators authorised to represent the company be a Turkish citizen and have their place of residence in Turkey." (Turkish Commercial Code, Art. 536/4)

If all the shareholders are foreigners, the company's liquidation is carried out together with a Turkish citizen residing in Turkey. This person may be a shareholder or someone from outside the company. A foreign shareholder may also serve as a liquidator alongside them.

The liquidator's citizenship and residence requirement: what did the Court of Cassation say in 2024?

Turkish citizenship, residence in Turkey and authority to represent must be combined in the same liquidator.

This principle shows that a Turkish citizen shareholder living abroad does not meet the requirement either. In a 2025 decision, a regional court of appeal held, on the same reasoning, that appointing a person who was a Turkish citizen but resident abroad was wrong.

How long does a company liquidation take in Turkey?

The law sets no single total period for a company liquidation; the duration is determined by the notices to creditors, the waiting period and the tax closing. The remaining assets cannot be distributed to the shareholders until 3 months have passed from the date of the third call to creditors (Turkish Commercial Code, Art. 543/2).

Creditors are called by 3 notices published one week apart in the Turkish Trade Registry Gazette, on the company's website and in the manner set out in the articles of association. Creditors who appear from the records and whose addresses are known are also sent a registered letter. Because the notices are published one week apart, unless the court gives permission, the remaining assets can be distributed at the earliest about 3.5 months after the first notice to creditors.

The table below shows the stages for which the law sets a period (Laws No. 6102 and 5520; checked in November 2026). How long the steps actually take depends on the company's situation.

The 3-month period is not a period for filing claims but a waiting period before the remaining assets are distributed.

At the end of the liquidation, the liquidators submit the final balance sheet to the general assembly and request from the Trade Registry Directorate that the trade name be deleted from the registry.

Can the 3-month waiting period in a company liquidation in Turkey be shortened?

Yes. In a company liquidation, the 3-month waiting period can be shortened if the court gives permission. This permission is given when, in the circumstances, there is no risk to creditors. In a company whose debts have been paid or secured, the shareholders' wait can be shortened in this way. A general assembly resolution does not replace the court's permission. Liquidators who make a distribution before the period ends and without the court's permission may face personal liability.

The waiting period has become shorter over time. In its original form, Law No. 6102 provided for 1 year. Through amendments published in the Official Gazettes of 9 August 2016 and 6 November 2021, the period was reduced first to 6 months and then to 3 months. These amendments are why some older sources still state 6 months or 1 year.

What are the costs of a company liquidation in Turkey?

The cost of a company liquidation is not a single official fee; it consists of items such as registration, notices, the power of attorney, accounting and the liquidator's fee. The total depends on the size of the company, its debt position and whether the court route is used. The main items are:

• official fees for registering the liquidation resolution and deleting the registry record,
• publication of the resolution and the notices to creditors in the Turkish Trade Registry Gazette,
• costs of the power of attorney, apostille or consular legalisation and translation,
• the liquidator's customary fee, unless the appointment resolution states otherwise,
• accounting and tax return work during the liquidation period,
• court costs on the court route.

Official fee amounts are set by the tariff of the Law on Fees No. 492 and publication charges by the Turkish Trade Registry Gazette fee tariff, and both are updated every year. As of November 2026, fixed amounts that do not show a source and a date should not be relied on.

What are the tax and social security (SGK) obligations in a company liquidation in Turkey?

The liquidation period is a separate tax period, and the corporate income tax base of a company in liquidation is the liquidation profit. Liquidation profit is the positive difference between the value of the company's net assets at the end of the liquidation period and at its beginning (Corporate Income Tax Law No. 5520, Art. 17/4). If the liquidation closes with a loss, the results of the earlier liquidation periods are corrected and overpaid tax is refunded.

The liquidators file the liquidation returns. The tax office should also be notified that the company has ceased business; if it is not notified, the company may continue to appear active in the tax records. If the company has employees, the employer notifies the Social Security Institution (SGK) of the terminations within 10 days of the termination date at the latest.

As a rule, a tax audit of the liquidation transactions is requested by a petition of the liquidators. The Ministry of Treasury and Finance, however, has the power not to have this audit carried out for certain companies.

What changed in 2026 for closing a company in Turkey?

For joint-stock and limited liability companies whose capital is below the statutory minimum, the deadline for increasing capital was extended to 31 December 2027 by a regulation published in the Official Gazette of 17 October 2026. A company that has not increased its capital by the end of the period is deemed to have dissolved by operation of law, that is, to have ended automatically.

This rule was added to the Turkish Commercial Code in 2024, and the original deadline was 31 December 2026 (Turkish Commercial Code, Provisional Art. 15/1). The Ministry of Trade may extend this period at most 2 times, by one year each time; the October 2026 extension is the first use of this power. Because the Ministry may also use the second extension, the deadline in force as of November 2026 should be checked in the Official Gazette.

Dissolution by operation of law is not a way to liquidate automatically a company that the shareholders want to close. Under the law, a dissolved company enters liquidation; dissolution by operation of law does not extinguish the company's debts either. In a company that has not increased its capital and whose shareholders are abroad, the liquidation steps and the liquidator requirement still apply.

Does an inactive company in Turkey close automatically?

No. A company left inactive does not close automatically; leaving Turkey or transferring the shares to someone else does not close the company either.

An inactive company continues to exist legally until it is deleted from the registry.

An inactive company's tax registration, legal obligations and debts remain in place. This creates a direct risk for a shareholder abroad.

Shareholders of a limited liability company are directly liable, in proportion to their capital shares, for public receivables that cannot be collected from the company. The transferor and the transferee of a share are also held jointly and severally liable for public debts relating to the period before the transfer (Law No. 6183 on the Procedure for the Collection of Public Receivables, Art. 35). This liability is specific to shareholders of a limited liability company; in a joint-stock company, shareholders are not liable under this rule. The liability of legal representatives, such as members of the board of directors, is subject to a separate rule.

Can a company deleted from the registry in Turkey be reopened for supplementary liquidation?

Yes. If it emerges after the liquidation has closed that further steps are needed, the company can be re-registered for supplementary liquidation. The last liquidators, members of the board of directors, shareholders or creditors may submit this request to the commercial court of first instance where the company has its seat. If the court finds the request justified, it appoints the last liquidators or new persons as liquidators.

This route can be used for a forgotten receivable, an asset that comes to light after deletion from the registry, or a lawsuit to be brought against the company. There is a separate revival route for old companies deleted ex officio; the company in the Court of Cassation's 2024 decision had been revived in this way, limited to an action to establish a period of employment. The liquidator to be appointed must still meet the requirements of Turkish citizenship and residence in Turkey. The re-registration lasts only until the further steps are completed and is limited to those steps.

Which documents matter when closing a company in Turkey from abroad?

When closing a company in Turkey from abroad, what is decisive is not the number of documents but the documents that show the quorum, the debt position and the liquidator's qualifications. In a company with debts, the financial records come to the fore; in a company without debts, the shareholding and representation documents do.

• On the company and the shareholding: the articles of association, the current trade registry record, the share ledger, the latest general assembly resolutions.
• On the representation of the shareholders: the shareholders' passports, powers of attorney issued abroad, apostille or consular legalisation, translations.
• On the financial position and debts: the latest balance sheet and income statement, the tax debt status, bank account statements, known creditors and pending lawsuits.
• On the liquidator: identity and address records showing Turkish citizenship and the place of residence in Turkey.

Not every file needs all these documents. For example, in a company with no pending lawsuit, court records are irrelevant, whereas in a company in court with a creditor, these records determine when distribution can take place.

Conclusion: the right liquidator is decisive when closing a company in Turkey from abroad

To close a company in Turkey from abroad, the shareholders do not need to come to Turkey; however, a Turkish citizen whose place of residence is in Turkey must serve as liquidator. An appointment that does not meet this requirement may cause problems at the registration stage or later in court. For this reason, a suitable liquidator should be identified before the liquidation resolution.

The duration of the liquidation is determined by the company's debt and tax position. A company whose debts have been paid and which has few assets can be closed within the statutory notice and waiting periods. In a company with public debts or pending lawsuits, however, the liquidation takes longer and the shareholders' liability may come into play.

Stopping business does not replace closure; the obligations of a company that has not been deleted from the registry continue. Since abandoning the liquidation is only possible before distribution begins, the liquidation resolution and the distribution should be made after the company's records have been reviewed. For companies whose capital is below the statutory minimum, the deadline extended to 31 December 2027 is also part of this assessment.