Add-on · Liquidation

Company dissolution

We take your Turkish company through liquidation to deregistration, step by step, and provide the resident liquidator that Turkish law requires. Counting only the statutory steps, plan for at least about four to six months.

Who needs it

  • Shareholders closing a Turkish company that has finished its project or no longer trades
  • Groups restructuring their holdings that no longer need a Turkish subsidiary
  • Owners of older companies whose capital is below the current legal minimum and who decide not to increase it
  • Companies that are registered but inactive and still carry filing obligations

What we do

  • Review of the books, tax position, receivables, debts and assets before the decision
  • Drafting the dissolution and liquidator appointment resolution and filing it with the trade registry
  • The resident liquidator the law requires (a Turkish citizen resident in Türkiye), provided by ETITAX
  • Creditor call: registered letters to known creditors and three announcements in the Trade Registry Gazette
  • Bookkeeping throughout the liquidation period
  • Tax returns for the liquidation period and the final return
  • The closing balance sheet at the end of liquidation
  • Deregistration at the trade registry and closure of the tax record

Dissolution starts the process; liquidation finishes it

Closing a Turkish company has two stages. The shareholders first resolve to dissolve the company and appoint one or more liquidators. The company then continues to exist only to wind up its affairs. The liquidators finish open business, pay the debts, collect receivables and turn the assets into money. Only when this is done is the company removed from the trade registry.

The same rules apply to a limited company (Ltd. Şti.) and a joint-stock company (A.Ş.): the Commercial Code applies the joint-stock rules to limited companies in liquidation.

The resident liquidator rule

At least one liquidator with authority to represent the company must be a Turkish citizen resident in Türkiye. Many companies owned from mainland China or Hong Kong have no such person among their managers. If no liquidator meets the condition, a court can appoint one at the request of a shareholder, a creditor or the Ministry. That takes the timing out of your hands.

We provide this resident liquidator, and it is included in the dissolution fee. Your own director can be appointed as a liquidator alongside.

Why it takes months, not weeks

Creditors must have a fair chance to come forward. Known creditors receive registered letters. Everyone else is reached through three announcements in the Trade Registry Gazette, one week apart, and on the company’s website. Remaining assets cannot be distributed to the shareholders until three months have passed since the third announcement, unless a court allows it earlier because creditors are not at risk. The waiting period was shortened to three months in 2021, and it is still the longest single step.

Add the registration of the decision, the settlement of debts and receivables, the closing balance sheet and the final filings, and a realistic minimum is about four to six months. Open receivables, assets to sell, staff contracts or a tax review add time.

Taxes during liquidation

Your company stays a taxpayer until it is deregistered. Bookkeeping continues, returns are filed for the liquidation period, and the final corporate tax return is due within 30 days of the end of liquidation. Bookkeeping and the returns for the liquidation period are included in the dissolution fee. If we already keep your books under a bookkeeping and tax filing package, we plan its last months together with the closure.

If your company was formed years ago with a small capital, check the 31 December 2026 minimum capital deadline before deciding. See year-end 2026 deadlines for foreign-owned companies.

How it works

  1. 01

    Preparation

    We review the books and tax position, list creditors, debtors and assets, and agree with you who serves as liquidator alongside the resident liquidator we provide.

  2. 02

    Decision and registration

    The shareholders resolve to dissolve the company and appoint the liquidators. We file the decision with the trade registry.

  3. 03

    Creditor call

    Known creditors receive registered letters. The call is announced three times, one week apart, in the Trade Registry Gazette and on the company's website.

  4. 04

    Waiting period and settlement

    No assets may be distributed for three months from the third announcement. Debts are paid, receivables collected and assets sold.

  5. 05

    Closing and deregistration

    We prepare the closing balance sheet and the final return, then file for deregistration and close the tax record.

What you provide

  • The shareholders' decision to close and, if you wish, the names of liquidators from your side to serve alongside the resident liquidator we provide
  • A list of known creditors and debtors, open contracts (lease, staff, suppliers) and bank accounts
  • Information on remaining assets such as stock, equipment or vehicles
  • Signed resolutions or powers of attorney; documents signed in mainland China or Hong Kong need an apostille and a sworn translation in Türkiye

Frequently asked questions

Can a company be closed in six to eight weeks?

No. The law requires three creditor announcements a week apart and then a three-month wait from the third announcement before remaining assets can be distributed (Turkish Commercial Code, articles 541 and 543); a court may allow earlier distribution only if creditors are not at risk. With registration and the final filings added, a realistic minimum is about four to six months.

Can our Chinese director act as liquidator?

Yes, alongside a resident liquidator. At least one liquidator with representation authority must be a Turkish citizen resident in Türkiye (article 536); if none of them meets this condition, a court appoints a liquidator at the request of a shareholder, a creditor or the Ministry (article 537). We provide the resident liquidator, and it is included in the fee, so your director can serve alongside.

Do tax returns stop once we decide to close?

No. The company stays a taxpayer until it is deregistered. Returns are filed for the liquidation period, and the final return is due within 30 days of the end of liquidation (Corporate Tax Law, article 17). Bookkeeping and the returns for the liquidation period are included in the dissolution fee.

What does the fee include, and what is paid separately?

The USD 3,000 fee covers the steps above, including the resident liquidator the law requires and bookkeeping during the liquidation period. Chamber of commerce charges and other official charges, such as trade registry and Gazette announcement fees, are paid separately, as are any taxes the company owes. Prices exclude VAT: no VAT for clients invoiced outside Türkiye; 20% VAT is added for clients in Türkiye.

Our old company's capital is below the new minimum. Do we have to close it?

Not necessarily, but you must decide by 31 December 2026. A company whose capital is below the current minimum (for example TRY 50,000 for a limited company and TRY 250,000 for a joint-stock company) is deemed dissolved if it does not increase its capital by then. The general assembly can resolve the increase without a meeting quorum. The Ministry of Trade may extend the deadline up to twice, by one year each time; as of 16 October 2026 no extension had been announced. Talk to us before year-end so you choose deliberately between a capital increase and an orderly closure.

Source

Planning your next step in Türkiye?

Send us a short message about your business. We reply with a suggested structure, a document checklist, our fees and the expected government charges.

E-mail info@etitax.com