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 Türkiye with a company that is "finished": the project ended, the office was given up, the last invoice was paid, the accountant was told there was nothing more to do. 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: the monthly returns, the statutory books, the registry filings, the annual general meeting, and the accountant who must be paid to produce them. When the filings stop, the penalties begin, and because a dormant company has no money with which to pay them, the law collects them from the people behind it, in Türkiye and, through the Turkish tax number that follows those people wherever they go, long after they have left. This guide explains what a dormant company must still do, what it costs when it does not, who ends up paying, what a director or shareholder abroad should do now, and why a liquidation on the day the company stops trading is always cheaper than the silence that follows.
Quick Answer: A Turkish company with no activity remains a taxpayer and a registered company until it is deleted from the Trade Registry, and until then it must file a monthly VAT return, a monthly withholding and premium service return, quarterly advance corporate tax returns, and an annual corporate tax return, all as zero returns if there are no transactions; keep its statutory books, electronically for most companies; keep its Trade Registry and MERSİS records current; and hold an annual general meeting to approve the accounts. Each return not filed is a special irregularity under Article 352 of the Tax Procedure Law, Law No. 213, penalised with a fixed amount per return revised upward every year, and the tax office may assess tax on an estimated basis under Article 30 and add default interest, serving the assessment at a registered address nobody reads. Taxes, penalties, and social security premiums that cannot be collected from the company are collected from its legal representatives for their periods in office under Article 10 of the Tax Procedure Law and Repeated Article 35 of Law No. 6183, and in a limited liability company from the shareholders in proportion to their shares under Article 35 of Law No. 6183; a sole foreign shareholder is liable for the whole. There is no automatic strike-off for a company that stops filing. A director or shareholder abroad should obtain the company's tax account statement and registry extract through a power of attorney, bring the filings current, decide between liquidation, sale, and insolvency, and ensure that any resignation was actually registered. A company left alone for three years costs more to close than it would have cost to liquidate on the day it stopped trading.
Under the Turkish Commercial Code, Law No. 6102, a company acquires legal personality on registration in the Trade Registry and loses it only on deletion, which follows either a liquidation under Articles 529 to 548 or a court decision. Nothing in between, not the cessation of trading, not the closure of the office, not the departure of the shareholders, not the resignation of the accountant, affects the company's existence or its obligations. The Tax Procedure Law, Law No. 213, takes the same view: a taxpayer's obligations end with the notification of cessation under Article 160 and the tax office's cessation record, and a company that has not notified cessation and has not been deleted is a taxpayer in every respect. The gap between what the shareholders believe, that the company is over, and what the law records, that the company is a going concern that has stopped filing, is where the costs described in this guide accumulate.
The obligations of a dormant company are the obligations of any company, and none of them is suspended by inactivity. In outline they are the following.
| Obligation | Frequency | Legal Basis |
|---|---|---|
| VAT return, KDV beyannamesi | Monthly, even if every figure is zero | Article 40 of Law No. 3065 |
| Withholding and premium service return, muhtasar ve prim hizmet beyannamesi | Monthly, carrying the social security declarations where there are staff | Articles 98 and 98/A of Law No. 193 |
| Advance corporate tax return | Quarterly | Article 32 of Law No. 5520 |
| Annual corporate tax return | Annually, by the end of April | Articles 14 and 25 of Law No. 5520 |
| Statutory books: journal, ledger, inventory book, and for companies the share ledger and resolution books | Continuous; electronic for most companies; annual closing certification where required | Articles 64 to 67 of Law No. 6102; Articles 182 to 225 of Law No. 213 |
| Trade Registry and MERSİS records | On every change of director, address, capital, or articles | Articles 27 to 38 of Law No. 6102 |
| Annual general meeting approving the accounts | Annually, within three months of the financial year end | Articles 409 and 617 of Law No. 6102 |
| Municipal environmental cleaning and signage taxes | Annually | Law No. 2464 |
The monthly VAT return and the monthly withholding return are due whether or not the company had any transaction in the month. A company that has no sales, no purchases, no employees, and no payments files a return stating that it had none, through the Revenue Administration's electronic system, by the ordinary deadline. "No activity" is itself something the company must report, on time, every month, and the tax office treats a month without a return not as a month without activity but as a month in which the company failed to file.
The statutory books must be kept and, for companies subject to e-ledger, the monthly ledger files and certificates must be uploaded, since a missing e-ledger certificate is treated as a failure to keep books with the evidential and penal consequences that follow under the Tax Procedure Law. The Trade Registry record must reflect the company's current directors, address, and capital: a director who has left, an address at which the company no longer has premises because the lease expired, or a capital that is below the minimum now required by law are each a filing the company has missed, and each is a ground on which the registry, the tax office, or a court may act against the company and its representatives. The annual general meeting must be held and its minutes kept, and for a joint stock company a Ministry representative is required for certain resolutions.
The direct cost of a dormant company is the certified accountant. Under Law No. 3568, the returns of a company must be prepared and filed by a certified public accountant or sworn financial adviser, and the accountant's fee, set by the professional tariff and the engagement, is charged whether the figures are zero or not. A dormant company that continues to pay its accountant and file zero returns costs its shareholders a predictable annual sum and accumulates no penalties; the larger cost arises when the shareholders stop paying the accountant and the filings stop.
Each return that is not filed on time is a special irregularity under Article 352 of the Tax Procedure Law, penalised with a fixed amount per return that is revised upward every year by the revaluation rate. With a monthly VAT return, a monthly withholding return, and quarterly advance tax returns, a company that has been silent for a year has typically missed well over twenty filings, and a company silent for three years has missed more than seventy, each carrying its own penalty. Where the company did in fact have income or employees in the period, the unpaid tax attracts a tax loss penalty under Article 344 equal to the tax itself and default interest under Law No. 6183 from the original due date.
The tax office does not need the company's cooperation to act. Under Article 30 of the Tax Procedure Law, where returns are not filed or books are not produced, the tax office may assess tax on an estimated basis, re'sen tarhiyat, by reference to the company's previous returns, its sector, or any other indicator, and add the tax loss penalty and interest. The assessment is served at the company's registered address, which for a dormant company is an address the shareholders abroad no longer read, and where service there fails, by public announcement under Article 103, which the shareholders never see at all. The 30 day period for challenging the assessment before the tax court runs from that service, and an assessment not challenged becomes final and collectable.
The Trade Registry adds its own layer. A company whose address, directors, or capital records are out of date is in breach of its registration duties under the Commercial Code, and since the 2024 deadline regime under Provisional Article 15 a company whose capital is below the current minimum faces deemed dissolution if it does not increase it by 31 December 2026. Private creditors add another: a company with an unpaid lease, an unreturned deposit, or an unpaid supplier is a defendant in a case served at its registered address and decided in its absence, and the resulting judgment is enforced against whatever the company still has and, through the mechanisms described in the next section, against the people behind it.
The company pays 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, by express statutory provision and without any requirement to prove fault.
Under Article 10 of the Tax Procedure Law and Repeated Article 35 of Law No. 6183 on the Collection of Public Receivables, the legal representatives of the company, meaning its directors and managers, are personally liable for public receivables that arose during their period in office and that cannot be collected from the company. Liability follows the registered record: the person recorded in the Trade Registry as a director or manager for a given period is liable for that period, whether or not he or she was in fact managing the company, and a resignation that was tendered but never registered leaves the director liable for every subsequent period until it is.
In a limited liability company, which is the form most foreign owned dormant companies take, Article 35 of Law No. 6183 makes the shareholders themselves directly liable for the company's uncollected public receivables in proportion to their shares, from their personal assets and without limit. A 100 percent foreign shareholder is liable for 100 percent of what the company could not pay, and a shareholder who transferred shares remains jointly liable with the transferee for the period before the transfer. Shareholders of a joint stock company do not carry this proportional liability.
These claims do not lapse because the shareholder or director has left Türkiye. They attach to the person, are recorded against the person's Turkish tax number, and surface when that person next needs anything from a Turkish authority: a residence permit renewal, a title deed transfer, the formation of a new company, a citizenship application, or simply a tax clearance certificate for a transaction. Under Law No. 6183 the tax office may also seize funds in any Turkish bank account in the person's name and place a lien on any property the person acquires in Türkiye, and default interest continues to accrue throughout. A person who left a 10,000 Turkish Lira company behind in 2021 may find, on applying for a residence permit in 2027, that the company's accumulated penalties and interest are recorded against his or her name in an amount many times the original capital.
The position of a dormant company is recoverable at every stage, but the cost of recovery rises with every month of silence. The steps, in order, are the following.
A power of attorney to a Turkish lawyer, notarised and apostilled abroad or signed at a Turkish consulate, allows the lawyer to obtain the company's tax account statement from the Revenue Administration's interactive tax office, its social security status from the Social Security Institution, and a current extract from the Trade Registry, without the shareholder travelling. These three documents show exactly which returns are missing, which penalties and assessments have been raised, whether any payment orders have been served, who is recorded as director, and whether the capital meets the current minimum. Nothing sensible can be decided before they are obtained.
Late returns filed voluntarily, before the tax office has begun an examination or served an assessment, attract the special irregularity penalty but avoid or reduce the tax loss penalty under Article 371 of the Tax Procedure Law on voluntary disclosure, pişmanlık, and stop the clock on interest for the tax they declare. Returns assessed by the tax office on an estimated basis attract the full penalty and are harder to correct. Bringing the filings current is therefore both a legal and a financial step, and it is the precondition of any orderly exit, since the tax office will not close the file of a company with returns outstanding.
A solvent company, meaning one whose assets, after the arrears are settled, cover its debts, is liquidated under the Commercial Code, and our company liquidation service covers that route end to end. A company with a saleable licence, name, or registration may be sold as a going concern to a buyer who takes on the arrears against a reduced price, which transfers the company's future obligations but not the seller's liability for past periods. A company that cannot pay its debts even after the shareholders contribute must go through bankruptcy under the Enforcement and Bankruptcy Law, Law No. 2004, rather than be left, because under Article 542 of the Commercial Code a liquidator who discovers insolvency must notify the court, and because leaving an insolvent company exposes its directors to the creditors' claims. What a company may not do is nothing.
Liability follows the registered record, not the reality. A director who has left the company should ensure that the resignation was registered with the Trade Registry and announced in the Gazette, and should obtain a certified extract showing the date, because a resignation that was never registered leaves the director liable for years he or she did not manage. Where the company has no remaining director to register the change, the resigning director may apply to the registry directly with the resignation letter and evidence of its delivery to the company.
A liquidation has a known cost and a known end. The accountant's fee for the liquidation periods, the lawyer's fee, the registry and Gazette charges, and the tax on any liquidation surplus are quantifiable at the outset, and the company is deleted within months of the dissolution resolution, after which nothing further accrues. Silence has neither a known cost nor an end: the special irregularity penalties compound monthly, the accountant's arrears grow, the estimated assessments arrive at an address nobody reads, the default interest accrues on all of it, and the eventual closure still has to be done, after the arrears have been settled, by exactly the procedure that could have been started at the outset. 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, and the difference is borne not by the company, which has nothing, but by the shareholders and directors personally. 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, and where a restructuring law is in force, which Türkiye enacts periodically, the accumulated penalties and interest can frequently be settled at a reduced amount before the liquidation begins.
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 returns are still returns, and each missed one is penalised.
No. 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.
A special irregularity penalty under Article 352 of the Tax Procedure Law, a fixed amount per return revised upward every year, plus, where tax was due, a tax loss penalty equal to the tax and default interest from the original due date.
Yes. Under Article 30 of the Tax Procedure Law the tax office may assess tax on an estimated basis, serve the assessment at the registered address or by public announcement, and collect it once the 30 day challenge period has passed.
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 Türkiye does not end this liability.
For 100 percent of the company's uncollected public receivables, from your personal assets, under Article 35 of Law No. 6183.
If the resignation was never registered, yes, for every period since. Liability follows the registered record. Obtain a registry extract and, if necessary, apply for the registration of the resignation now.
A Turkish lawyer holding a power of attorney can obtain the company's tax account statement from the interactive tax office and its social security status, together with a current registry extract, without you travelling.
Typically when you next need something from a Turkish authority: a residence permit, a title deed transfer, a new company, a citizenship application, or a tax clearance certificate, at which point the accumulated amount blocks the transaction.
No. The missing returns are filed, penalties and interest are settled or restructured, and the company is then liquidated in the ordinary way. It costs more than a timely closure, but far less than continued silence.
Yes. Voluntary disclosure under Article 371 of the Tax Procedure Law, before the tax office acts, avoids or reduces the tax loss penalty, although the special irregularity penalty for late filing still applies.
Where it has a saleable licence, name, or registration, yes, but the buyer takes on the arrears against the price, and you remain liable for public receivables of the periods before the transfer.
It must go through bankruptcy under the Enforcement and Bankruptcy Law rather than liquidation or silence. Leaving an insolvent company exposes its directors to creditors' claims.
Yes. A company founded before 2024 with capital below the current minimum must increase it by 31 December 2026 or is deemed dissolved, dormant or not. A dormant company should either increase the capital or begin a voluntary liquidation before that date.
Sometimes. Türkiye periodically enacts restructuring laws allowing public debts, penalties, and interest to be settled at reduced amounts. A company that knows its position can use such a law when in force.
A power of attorney to a Turkish lawyer and the three documents it allows the lawyer to obtain: the tax account statement, the social security status, and the registry extract. Every decision follows from what they show.
A Turkish company that has been left rather than closed is not dormant in any sense the law recognises. It is a company that has stopped filing, and each month of silence adds a penalty, each unpaid penalty attracts interest, and each unanswered assessment becomes final. The company has no assets with which to pay, so the law collects from its registered directors and, in a limited liability company, from its shareholders in proportion to their shares, through a mechanism that requires no proof of fault, respects the registered record rather than the facts, and follows the person's Turkish tax number across borders and years. The remedy is the same at every stage and cheaper at every earlier one: establish the position through a power of attorney, bring the filings current, settle or restructure the arrears, and liquidate, sell, or, where the company is insolvent, place it in bankruptcy. Silence is the only option the law does not provide for, and it is the most expensive of all.
We obtain the tax, social security, and registry position of dormant companies for shareholders and directors abroad, bring the filings current under the voluntary disclosure rules, negotiate or restructure the arrears, register overdue resignations, and liquidate the company so that no liability remains against anyone's name. For a review of a company you have left behind in Türkiye, our legal team can establish its position and set out the steps required under the current law.
Liquidation, deregistration and the obligations that survive closure: guides for foreign shareholders.
