A foreign shareholder does not need to be in Turkey to dissolve a Turkish company. The resolution is signed abroad before a notary and apostilled under the 1961 Hague Convention, then translated by a sworn translator in Turkey and certified by a Turkish notary before it is filed with the trade registry. Alternatively, the shareholder grants an apostilled power of attorney to a Turkish lawyer, who attends the general meeting, signs the resolution and handles the registration. Corporate shareholders also supply a current extract showing who may sign.
The dissolution of a Turkish company begins with a decision of its shareholders, and for most foreign-owned companies the shareholders are not in Turkey. The Commercial Code does not require them to be. What it requires is a resolution in a form the trade registry will accept, and there are two ways to produce one from abroad.
The shareholder — an individual, or the authorised signatory of a parent company — signs the dissolution resolution in their own country. For the document to be recognised in Turkey it needs:
The registry then receives the Turkish translation with the apostilled original attached. Where the shareholder is a company, a further apostilled document is required: a current registry extract or certificate of good standing showing that the person who signed was entitled to bind the company on the date of signature.
The more practical route for most clients is to sign a single power of attorney abroad, in the same notarised and apostilled form, authorising a Turkish lawyer to attend the general meeting, vote for dissolution, sign the minutes and the registry filings, and appoint the liquidator. Everything after that happens in Turkey without further documents from the shareholder. A power of attorney signed at a Turkish consulate abroad needs no apostille at all, because the consulate acts as a Turkish notary.
The power of attorney must be specific. Turkish registries and notaries reject general powers that do not mention the company by name and the acts — dissolution, liquidation, appointment of a liquidator, registry and tax filings — in terms. We draft the text in Turkish and English side by side, so that the notary abroad can certify what the signatory is signing and the registry in Turkey can read it without a separate translation of the foreign text.
Each of these costs a further round of signature and courier, typically three to six weeks. Getting the document right the first time is most of the value we add at this stage of a liquidation. If the same shareholder also needs a power of attorney for other Turkish matters — property, residence, litigation — one document can cover them together; see our general guide on issuing a power of attorney from abroad.
No. Either sign the resolution abroad with notarisation and apostille, or grant a specific power of attorney to a Turkish lawyer who attends the meeting and signs for you.
Registries expect a translation by a sworn translator in Turkey, certified by a Turkish notary. Translations made abroad are generally not accepted.
The document is legalised by the Turkish consulate in that country instead of being apostilled. The remaining steps are the same.
Yes. A Turkish consulate acts as a Turkish notary, so a power of attorney issued there is used directly in Turkey without apostille or translation.
It must name the company and list the acts: attending the general meeting, voting for dissolution, appointing the liquidator, and making registry, tax and bank filings. General powers are rejected.
