Dormant Company in Turkey: Tax Liability and Risks

Quick answer

A Turkish company that has stopped trading is not closed. Until it is deleted from the trade registry it must still file monthly VAT and withholding returns, quarterly advance tax returns and an annual corporate tax return, keep statutory books and pay an accountant. Every missed return attracts a fixed penalty, and the tax office can assess estimated tax. Unpaid amounts are collected from the directors and, in a limited liability company, the shareholders. The only way to stop this is to liquidate or sell the company.

Every year foreign shareholders leave Turkey with a company that is “finished” — the project ended, the office was given up, the last invoice was paid. The company was not closed; it was left. Turkish law does not recognise the difference. A company exists until the trade registry deletes it, and while it exists it keeps every obligation it had on its busiest day.

What a dormant company still has to do

  • Monthly VAT return (KDV beyannamesi), even if every figure is zero.
  • Monthly withholding return (muhtasar ve prim hizmet beyannamesi), which also carries the social security declarations where there are staff.
  • Quarterly advance corporate tax returns and the annual corporate tax return.
  • Statutory books: the journal, ledger and inventory book must be kept — electronically for most companies — and the annual closing certified where required.
  • Trade registry and MERSIS records must stay current: a director who has left, an address that no longer exists or an expired lease are each a filing the company has missed.
  • Annual general meeting for the approval of the accounts.

None of this stops because there is no activity. “No activity” is itself something the company must report, on time, every month.

What it costs

The direct cost is the accountant. A dormant company still needs a certified accountant to file the returns, and the fee is charged whether the figures are zero or not. The larger cost is what happens when the filings stop.

Each return that is not filed on time is an irregularity under the Tax Procedure Law, penalised with a fixed amount per return that is revised upward every year. With a monthly VAT return, a monthly withholding return and quarterly advance tax, a company that has been silent for a year has typically missed well over twenty filings. The tax office does not need the company's cooperation to act: it can assess tax on an estimated basis (re'sen tarhiyat) and add late-payment interest, and the assessment is served to the company's registered address — an address the shareholders abroad no longer read.

The registry adds its own layer. A company whose address, directors or share capital records are out of date is a company in breach of its registration duties, and a company with an unpaid lease or an unreturned deposit is a defendant in a case it never hears about.

Who ends up paying

The company, first — but a dormant company has no money, which is why the liability rules matter. Taxes, penalties and social security premiums that cannot be collected from the company are collected from the people behind it:

  • The legal representatives — directors and managers — for the periods in which they held office, under Article 10 of the Tax Procedure Law and Repeated Article 35 of Law No. 6183.
  • In a limited liability company, the shareholders themselves, in proportion to their shares, under Article 35 of Law No. 6183. A 100% foreign shareholder is liable for 100%.

These claims do not lapse because the shareholder has left Turkey. They attach to the person, appear in Turkish tax records, and surface when that person next needs anything from a Turkish authority — a residence permit, a title deed transfer, a new company, or simply a clean tax certificate.

What a director abroad should do now

  1. Find out the current position. A power of attorney to a Turkish lawyer allows us to obtain the company's tax account statement, registry extract and social security status without you travelling.
  2. Bring the filings current. Late returns filed voluntarily attract lower penalties than returns assessed by the tax office, and stop the clock on interest.
  3. Decide the exit. A solvent company is liquidated; a company with a saleable licence or name can be sold; a company that cannot pay its debts must go through insolvency rather than be left. Our company liquidation service covers the first route end to end.
  4. Resign properly if you are no longer a director. Liability follows the registered record, not the reality. A resignation that was never registered leaves you liable for years you did not manage.

Why liquidation is cheaper than silence

A liquidation has a known cost and a known end. Silence has neither: the penalties compound monthly, the accountant's arrears grow, and the eventual closure still has to be done — after the arrears are settled. In practice a company left alone for three years costs more to close than it would have cost to liquidate on the day it stopped trading. If the company is already in arrears, we start with a tax clearance review so that the liquidation does not stall at the tax office.

Frequently asked questions

Does a Turkish company with no activity still need to file tax returns?

Yes. Monthly VAT and withholding returns, quarterly advance tax returns and the annual corporate tax return remain due until the company is deleted from the trade registry. Zero-activity returns are still returns, and each missed one is penalised.

Can I just let the company be struck off automatically?

There is no automatic strike-off for an ordinary company that stops filing. It remains registered, the obligations continue and the debts grow. Deletion requires a liquidation or a court decision.

Am I personally liable for the tax debts of my dormant Turkish company?

If the debts cannot be collected from the company, the legal representatives are liable for their periods in office, and in a limited liability company the shareholders are liable in proportion to their shares. Leaving Turkey does not end this liability.

How do I check whether my company has tax debts?

A Turkish lawyer holding a power of attorney can obtain the company's tax account statement from the tax office and its social security status, together with a current registry extract, without you travelling.

Is it too late to close a company that has not filed for years?

No. The missing returns are filed, penalties and interest are settled or negotiated, and the company is then liquidated in the ordinary way. It costs more than a timely closure, but far less than continued silence.

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