Leaving a company whose activity has ended to itself is the most expensive route: return, bookkeeping and general meeting obligations continue, penalties accumulate and managers may face personal liability. A well-planned liquidation is completed in about 7–9 months.
Options
| Option | When? |
|---|---|
| Ordinary liquidation | Activity has ended and debts can be paid |
| Ending by merger | Joining another group company can be faster and tax-neutral. Restructuring |
| Exit by share transfer | The company is active, a partner wants to leave. Trade registry procedures |
| Concordat / bankruptcy | Debts exceed assets; together with a lawyer |
Liquidation steps for limited and joint stock companies
- Resolution to enter liquidation (general meeting); appointment of the liquidator. "In liquidation" is added to the trade name.
- Registration and publication; notification to the tax office and SGK.
- Opening liquidation balance sheet and inventory.
- Call to creditors: published three times at 7-day intervals in the Turkish Trade Registry Gazette (and on the company website, if any). Since 28.03.2024 the text is generated automatically in MERSİS during the application and the notice fee is collected once at that stage; no separate form is filed.
- Waiting period: at least 6 months from the third notice. Receivables are collected, debts paid, assets sold and employees' entitlements settled.
- Liquidation-period taxes: a corporate tax return for each liquidation period, VAT and withholding returns; VAT on asset sales.
- Final general meeting and final liquidation balance sheet; distribution of remaining assets to partners (dividend withholding may arise on amounts distributed). Dividend tax
- Clearance from the tax office and deregistration; a person is appointed to keep the books for 10 years.
Closing a sole proprietorship
Notify the tax office within 1 month of ceasing business, file the final returns, sell or withdraw remaining stock and fixed assets (VAT is calculated), close e-document and cash register records and check that Bağ-Kur registration has ended. Opening and closing a sole proprietorship
Cost items
- Trade registry fees: 8,598.80 TL for entering liquidation and other amendments, 2,707.50 TL for deregistration (capital companies)
- Trade Registry Gazette notices (5.53 TL per word; once for the call published three times)
- Notarised resolutions
- Liquidation-period accounting and returns
- Employees' severance, notice and leave payments if any. Severance, notice and leave calculator
Deleting the tax record does not close the company
Ending tax registration does not end the company's legal personality. It ends only when liquidation is completed and the company is struck off the trade registry; a company not struck off still has general meeting, registry and public debt obligations.
Common mistakes
- Stopping returns for a dormant company (irregularity penalties accumulate). Late payment interest
- Applying for closure before the 6 months have passed.
- Forgetting withholding on the final distribution to partners.
- Asking for deregistration without settling tax and SGK debts; legal representatives' liability continues.
- Not appointing anyone to keep the books.
Sources
Turkish Commercial Code No. 6102 arts. 533–548 (joint stock liquidation), art. 643 (reference for limited companies); Trade Registry Regulation; Corporate Tax Law No. 5520 art. 17 (liquidation); Tax Procedure Law No. 213 art. 160; Law No. 6183 art. 35; İTO announcements (Turkish).