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 Türkiye. The Turkish Commercial Code, Law No. 6102, does not require them to be. What it requires is a resolution in a form that the Trade Registry will accept, adopted by the majority the Code prescribes, naming a liquidator who satisfies the Code's conditions, and supported by documents that prove the identity and authority of whoever signed it. There are two ways to produce such a resolution from abroad: the shareholder signs the resolution itself in his or her own country and sends it to Türkiye through the notarisation, apostille, and sworn translation chain, or the shareholder signs a single power of attorney in the same form and a Turkish lawyer does everything else in Türkiye. Both routes work, both are used daily, and both fail for the same small number of reasons, each of which costs a further round of signature and international courier. This guide explains the two routes, what the resolution must contain for a limited liability company and a joint stock company, the documents a corporate shareholder must add, the specific authorities a power of attorney must include, and the defects that most often cause the Trade Registry to reject a filing.
Quick Answer: A foreign shareholder does not need to travel to Türkiye to dissolve a Turkish company. Under the first route, the shareholder, or the authorised signatory of a corporate shareholder, signs the dissolution resolution abroad; the signature is notarised in the country of signature, the notarised original is apostilled under the Hague Convention of 5 October 1961 or legalised by the Turkish consulate where that country is not a party, and the document is translated into Turkish in Türkiye by a sworn translator with the translation certified by a Turkish notary. A corporate shareholder adds a current, apostilled register extract or certificate of good standing proving the signatory's authority on the date of signature. Under the second route, which is more practical for most clients, the shareholder signs a specific power of attorney abroad in the same form, or at a Turkish consulate where no apostille is needed, authorising a Turkish lawyer to attend the general meeting, vote for dissolution, appoint the liquidator, and sign the registry, tax, and bank filings, after which nothing further is required from the shareholder. The resolution must record the dissolution and entry into liquidation with the required majority, which for a limited liability company under Article 621 of the Commercial Code is two thirds of the votes represented and an absolute majority of the capital, and for a joint stock company under Article 421 is 75 percent of the capital, and must appoint at least one liquidator who is a Turkish citizen resident in Türkiye under Article 536. Filings are most often rejected because the apostille is on a copy, the translation was made abroad, the corporate extract is stale, names do not match across documents, or the power of attorney is general.
The substance of a dissolution resolution is short: the shareholders decide to dissolve the company, place it into liquidation, and appoint a liquidator. The difficulty for a shareholder abroad lies not in what the resolution says but in proving to a Turkish Trade Registry directorate, which has never seen the shareholder and cannot verify a foreign signature, that the document before it was signed by the person it names, that the person had authority to sign it, and that the Turkish text the registry is reading faithfully reproduces the foreign original. Turkish administrative practice solves this problem through a fixed chain of authentications, each link of which must be present and in the correct order, and the registry's examination is confined to whether the chain is complete. A resolution that is perfect in substance but whose apostille is attached to a photocopy is rejected in the same way as one that contains no resolution at all, and the shareholder learns of the rejection only after the document has travelled to Türkiye and back.
Under the first route the shareholder produces the resolution itself in his or her own country and sends it to Türkiye for filing. For the document to be recognised by the Trade Registry it must pass through three steps in sequence.
The shareholder, or for a corporate shareholder the person authorised to bind it, signs the resolution before a notary public or equivalent officer in the country of signature. The notary certifies the identity of the signatory and, where the signatory acts for a company, confirms the capacity in which he or she signs. The notarial certificate must be on or physically attached to the original resolution, since the apostille in the next step authenticates the notary's signature and seal and not the content of the document, and must therefore be applied to the document the notary actually certified.
The notarised original is then apostilled under the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents of 5 October 1961, by the competent authority of the country of signature, which is typically the foreign ministry, a court, or a designated notarial chamber depending on the country. Türkiye has been a party to the Convention since 1985, so documents from the other contracting states, which include all European Union member states, the United Kingdom, the United States, Russia, and most of the Gulf and Asian jurisdictions from which foreign investment into Türkiye originates, need no consular involvement. Documents from countries that are not party to the Convention, which still include a number of states in the Middle East and Africa, are instead legalised by the Turkish consulate in that country after certification by the local foreign ministry. In either case the authentication must be applied to the notarised original, not to a copy.
The apostilled original is sent to Türkiye, where it is translated into Turkish by a translator registered with a Turkish notary and the translation is certified by that notary under Article 103 of the Notaries Law, Law No. 1512. The Trade Registry receives the certified Turkish translation with the apostilled original physically attached. Translations made abroad, even by official or court appointed translators of the country of origin, are not accepted by Turkish registries, because the registry requires a translator whose oath and liability are within the Turkish system.
Where the shareholder is itself a company, the registry requires proof that the person who signed the resolution was entitled to bind that company on the date of signature. This is provided by a current extract from the commercial register of the shareholder's country, or a certificate of good standing or incumbency, showing the company's existence and its authorised signatories, notarised and apostilled in the same way and translated in Türkiye. Registries differ on how recent the extract must be, but a document older than three months is at risk of rejection, and where the signatory is not shown on the extract, a board resolution or power of attorney authorising him or her, also apostilled, must be added. Collecting these corporate documents is typically the longest part of the first route.
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 or shareholders' meeting, vote for dissolution, sign the minutes and the registry filings, appoint the liquidator, and deal with the tax office, the Social Security Institution, and the banks. Everything after that happens in Türkiye without further documents from the shareholder, and every subsequent step of the liquidation, from the creditor announcements to the final deletion, can be signed by the attorney or by the liquidator the attorney appoints.
A power of attorney signed at a Turkish consulate abroad needs no apostille and no translation, because the consular officer acts as a Turkish notary under the Consular Law and the document is issued in Turkish in the form the Trade Registry expects. For a shareholder who lives within reach of a Turkish consulate, this is the fastest route: the document can be prepared in advance by the Turkish lawyer, sent to the shareholder, signed at the consulate by appointment, and couriered or in some cases transmitted electronically to Türkiye. The consulate will require the shareholder's passport and, for a corporate shareholder, the apostilled corporate documents described in section 2.4, since the consular officer must verify authority in the same way as a notary.
Turkish registries and notaries reject general powers of attorney that do not identify the company by name and registration number and do not list the acts authorised in terms. Under Article 504 of the Code of Obligations, Law No. 6098, certain acts require special authority, and the dissolution of a company and the appointment of a liquidator are treated as such acts in practice. The power of attorney must therefore state, at a minimum, that the attorney may represent the shareholder at general meetings or shareholders' meetings of the named company, vote on the dissolution of the company and its entry into liquidation, appoint and dismiss liquidators and fix their remuneration, approve the opening and closing liquidation balance sheets, sign and file all documents before the Trade Registry, the tax offices, the Social Security Institution, the municipalities, and banks, receive and distribute the liquidation surplus, and apply for the deletion of the company. Where the attorney is also to act as liquidator, the power should say so expressly, since the appointment of the attorney to that office is a separate decision.
We draft the power of attorney in Turkish and English side by side in two columns, so that the notary abroad can certify what the signatory is signing in a language the notary and the signatory read, and the registry in Türkiye can read the Turkish text without a separate translation of the foreign text. Where the document is signed before a foreign notary, the Turkish column is still translated and certified in Türkiye as a formality, but the bilingual form removes the risk that a translator working from the English text alone produces Turkish terminology the registry does not recognise.
Whether signed abroad or signed in Türkiye by an attorney, the resolution must satisfy the Commercial Code's requirements for the type of company concerned.
| Element | Limited Liability Company, Ltd. Şti. | Joint Stock Company, A.Ş. |
|---|---|---|
| Decision making body | Shareholders' meeting, genel kurul, under Article 616 | General assembly, genel kurul, under Article 408 |
| Required majority | Two thirds of the votes represented and an absolute majority of the total capital, Article 621 | Shareholders representing at least 75 percent of the capital, Article 421, paragraph 3 |
| Ministry representative | Not required | Required at the meeting, under the Regulation on General Assemblies |
| Single shareholder company | Written resolution of the sole shareholder, Article 616, paragraph 3 | Written resolution of the sole shareholder, Article 408, paragraph 3 |
| Liquidator | Appointed in the resolution; failing that, the managers act as liquidators, Article 643 referring to Article 536 | Appointed in the resolution; failing that, the board members act as liquidators, Article 536 |
The resolution must state in terms that the company is dissolved and placed into liquidation, and must record the majority by which the decision was taken, with the shares and votes represented. For a limited liability company, Article 621 of the Commercial Code requires two thirds of the votes represented at the meeting and, at the same time, an absolute majority of the entire capital; for a joint stock company, Article 421, paragraph 3, requires the affirmative vote of shareholders representing at least 75 percent of the capital, and a representative of the Ministry of Trade must attend the meeting. A resolution that records a bare majority, or that does not record the votes at all, is rejected.
The resolution appoints the liquidator or liquidators, stating their full names, nationalities, identity or passport numbers, and addresses, and whether they sign jointly or alone. Under Article 536, paragraph 4, at least one liquidator must be a Turkish citizen whose place of residence is in Türkiye, so a resolution appointing only foreign resident shareholders as liquidators cannot be registered. The resolution should also record the liquidator's acceptance of the appointment, or the acceptance is filed separately with the liquidator's signature declaration.
The resolution authorises the liquidator to register the dissolution and his or her own appointment with the Trade Registry, to carry out the liquidation in accordance with Articles 536 to 548, to represent the company in liquidation before all authorities, and to apply for the deletion of the company on completion. Where the shareholders wish to fix the liquidator's remuneration, approve a timetable, or reserve particular decisions to themselves, the resolution is the place to do so.
Most foreign owned Turkish companies have a single shareholder, and for these the procedure is simpler. Under Article 616, paragraph 3, for a limited liability company and Article 408, paragraph 3, for a joint stock company, the sole shareholder exercises the powers of the general meeting alone, and the decision is recorded as a written resolution of the sole shareholder without the formalities of convening a meeting. The resolution is signed by the shareholder or by the attorney, and the same authentication requirements apply to the signature.
The Trade Registry's examination is formal, and the defects that cause rejection are correspondingly formal. In our experience the following account for nearly all rejected dissolution filings from abroad.
The apostille authenticates the notary's signature and seal on the document to which it is attached. Where the shareholder or a local agent has the apostille applied to a photocopy of the notarised resolution rather than to the notarised original, or has the original notarised and then sends a copy for apostille, the chain is broken and the registry rejects the document. The notarised original, the apostille, and the Turkish translation must form a single physical bundle.
A translation prepared by a translator in the country of signature, however qualified, is not a sworn translation within the meaning of Turkish notarial practice and is rejected. The translation must be made in Türkiye by a translator registered with a Turkish notary and certified by that notary. Shareholders who have the document translated abroad to save time lose the time twice.
For a corporate shareholder, a register extract older than the registry accepts, generally three months, or an extract that does not show the signatory as an authorised representative, is rejected. The extract must be current on the date of the resolution and must either name the signatory or be accompanied by a further apostilled document that does.
The signatory's name must appear identically in the passport, the resolution, the notarial certificate, and the company's record on MERSİS, the Ministry of Trade's central registry system. A middle name omitted in one document and included in another, a transliteration from Cyrillic or Arabic that differs between the passport and the MERSİS record, or a married name used in one place and a maiden name in another, each cause the registry to question whether the same person is involved and to reject the filing until the discrepancy is explained by a further authenticated document.
A power of attorney that grants general authority to represent the shareholder in Türkiye without naming the company and listing the acts, or that names a different company in the same group, or that names the shareholder's parent rather than the shareholder of record, is rejected. The power must be drafted for the specific company and the specific procedure.
Each of these defects costs a further round of signature, notarisation, apostille, and international courier, which typically takes three to six weeks and, where a consular appointment or a corporate board meeting is needed, longer. Getting the document right the first time is most of the value we add at this stage of a liquidation, and it is the reason we prepare the text of the resolution or the power of attorney ourselves, in bilingual form, before the shareholder approaches a notary.
A shareholder who is closing a Turkish company frequently has other matters in Türkiye that will require representation at the same time or afterwards: the sale or management of property the company or the shareholder owns, the cancellation or renewal of a residence permit, the recovery of a receivable, or litigation arising from the company's affairs. Each of these requires a power of attorney with its own specific authorities, and a shareholder who grants them one at a time repeats the notarisation and apostille process for each. One document can cover them together, provided each category of authority is set out in terms, and we routinely draft a single power of attorney that covers the dissolution and liquidation of the company alongside the shareholder's property, immigration, and litigation matters. See our general guide on issuing a power of attorney from abroad for the authorities each type of matter requires.
Once the authenticated resolution or the power of attorney reaches Türkiye, the remaining steps of the entry into liquidation are completed locally. The liquidator signs a signature declaration before the Trade Registry or a notary and obtains a Turkish tax number if he or she does not have one. The dissolution, the entry into liquidation, and the appointment of the liquidator are registered with the Trade Registry directorate of the company's seat through MERSİS and announced in the Trade Registry Gazette, and from that date the company's name carries the suffix "in liquidation", tasfiye halinde. The liquidator then publishes the three creditor announcements required by Article 541, one week apart, prepares the opening liquidation balance sheet, and begins the tax and administrative steps that occupy most of the liquidation's duration. The shareholder abroad is involved again only to approve the opening and closing balance sheets, which the attorney can do under the power of attorney, and to receive the liquidation surplus at the end.
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.
The power of attorney route, in almost every case. A single document is authenticated once, and every subsequent step is signed in Türkiye. Signing at a Turkish consulate is faster still, since no apostille or translation is needed.
No. Registries require a translation by a sworn translator in Türkiye, certified by a Turkish notary. Translations made abroad are not accepted.
The document is certified by your country's foreign ministry and then legalised by the Turkish consulate there 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 Türkiye without apostille or translation.
It must name the company and list the acts: attending the general meeting, voting for dissolution, appointing the liquidator, approving the balance sheets, and making registry, tax, social security, and bank filings. General powers are rejected.
Under Article 621 of the Commercial Code, two thirds of the votes represented at the meeting and an absolute majority of the total capital. A sole shareholder decides alone by written resolution.
Under Article 421, paragraph 3, shareholders representing at least 75 percent of the capital, at a general assembly attended by a Ministry of Trade representative.
You may be appointed, but at least one liquidator must be a Turkish citizen resident in Türkiye under Article 536, and a liquidator abroad cannot in practice sign at the bank or attend the registry. Foreign shareholders usually appoint a Turkish lawyer, alone or alongside themselves.
A current register extract or certificate of good standing showing the company's existence and the signatory's authority, notarised, apostilled, and translated in Türkiye, together with a board resolution or power of attorney where the signatory is not shown on the extract.
Practice varies between registries, but an extract older than three months at the date of filing is at risk of rejection.
Almost always because of a defect in the authentication chain: an apostille on a copy, a translation made abroad, a stale extract, a mismatch in names between documents, or a general power of attorney.
Typically three to six weeks for a new round of signature, notarisation, apostille, and courier, and longer where a consular appointment or a board meeting of a corporate shareholder is needed.
Yes, provided each category of authority is set out in terms. We routinely combine the dissolution authority with property, immigration, and litigation authorities in a single document.
The liquidator signs a signature declaration, the dissolution and appointment are registered and announced, the creditor announcements are published, and the liquidation proceeds under the liquidator's signature without further documents from the shareholder.
Yes, under Article 548 of the Commercial Code, by a resolution of the shareholders adopted before the distribution of assets has begun, and the company then continues. The same authentication requirements apply to that resolution.
Dissolving a Turkish company from abroad is a question of documents rather than presence. The Commercial Code asks for a resolution adopted by the prescribed majority and a liquidator who meets the residence requirement; the Trade Registry asks for proof, through an unbroken chain of notarisation, apostille, and sworn translation, that the resolution or the power of attorney was signed by the person it names with the authority it claims. The resolution route and the power of attorney route both satisfy these requirements, but the power of attorney route satisfies them once rather than at every step, and a power signed at a Turkish consulate satisfies them without any apostille or translation at all. The filings that fail do so for a handful of recurring formal reasons, each of which is avoidable if the document is drafted for the specific company and procedure, in bilingual form, before the shareholder approaches a notary, and each of which costs weeks if it is not.
We draft dissolution resolutions and powers of attorney for shareholders abroad, guide them through notarisation, apostille, or consular signature in their own country, handle the sworn translation and the registry filing in Türkiye, and act as liquidator where the company has no one resident here. For a review of your company's position and the documents you will need to sign, our legal team can prepare the papers and set out the steps required under the current law.
Liquidation, deregistration and the obligations that survive closure: guides for foreign shareholders.
