The liquidator (tasfiye memuru) runs a Turkish company's liquidation once dissolution is registered. Liquidators are named in the articles or appointed by the shareholders; failing that, the directors act. At least one must be a Turkish citizen resident in Turkey. The liquidator represents the company, publishes the creditor notices, collects receivables, pays debts, prepares the closing balance sheet, distributes the surplus and applies for deregistration. A liquidator who distributes assets before creditors are paid, or ignores tax during liquidation, is personally liable.
Once a Turkish company's dissolution is registered in the Trade Registry, its directors stop managing it. Every act from that day, every payment, every filing, every signature at the bank or the tax office, is made by the liquidator, tasfiye memuru, and the company's name is used only with the suffix "in liquidation". For a foreign owned company the choice of liquidator is usually the single most important decision in the whole procedure, because the Turkish Commercial Code, Law No. 6102, attaches to the role two things that foreign shareholders often discover too late: a requirement that at least one liquidator be a Turkish citizen resident in Türkiye, and a personal liability for debts, taxes, and damage that the liquidator causes or fails to prevent. This guide explains who can be appointed, how the appointment is registered, what the liquidator must do from the opening inventory to the deletion of the company, the limits of the liquidator's authority, the heads of personal liability that make the role a serious one, and the practical questions a foreign shareholder should answer before appointing anyone.
Quick Answer: Under Article 536 of the Turkish Commercial Code, liquidators are named in the articles of association or appointed by the shareholders' resolution, normally the same resolution that dissolves the company; failing either, the board of directors or the managers become liquidators by law. Any natural or legal person may be appointed, including a shareholder, a director, an employee, or an outside professional, but at least one liquidator must be a Turkish citizen whose place of residence is in Türkiye, and the liquidator must in practice be able to attend the Trade Registry, sign at the bank, deal with the tax office, and receive service in Türkiye. The appointment is registered with the dissolution and announced in the Trade Registry Gazette, and the liquidator signs a signature declaration and obtains a Turkish tax number. The liquidator prepares the opening inventory and balance sheet, publishes three creditor announcements one week apart under Article 541, winds up the business, pays or deposits for all debts under Article 542, handles the liquidation period tax returns and the social security closure, prepares the closing balance sheet and distributes the surplus after the waiting period under Article 543, applies for deletion under Article 545, and ensures the books are kept for ten years. The liquidator is personally liable to creditors for distributing assets before debts are paid or secured, jointly liable for liquidation period taxes under Article 17 of the Corporate Tax Law, obliged to notify the court if the company is insolvent, and subject to the same duty of care as a director under Article 553. Foreign shareholders typically appoint a Turkish lawyer to the role, alone or alongside a shareholder representative.
Under Article 535 of the Commercial Code, a company that has been dissolved enters liquidation and, with the exceptions the law provides, retains its legal personality for the purposes of the liquidation. Under Article 533 the powers of the company's organs are limited to what the liquidation requires, and the authority to represent and manage the company passes to the liquidators. The board of directors or the managers do not cease to exist, and the general meeting continues to take the decisions the Code reserves to it, but the day to day conduct of the company's affairs, and the signature that binds it, belong from the registration of the dissolution to the liquidator alone. For a foreign shareholder, this means that the person appointed will hold the company's bank mandate, will sign its tax returns, will receive every official notice addressed to it, and will be the person the tax office, the Social Security Institution, and any creditor looks to, for as long as the liquidation lasts and, as explained in section 6, for some time after it.
Under Article 536, paragraph 1, liquidators may be named in the articles of association or appointed by a resolution of the general meeting, and in practice they are appointed by the same resolution that dissolves the company. If neither the articles nor a resolution names anyone, the members of the board of directors of a joint stock company, or the managers of a limited liability company under Article 643, become the liquidators by operation of law, whether or not they wish to. Under Article 536, paragraph 3, the court may also appoint a liquidator on the application of a shareholder or creditor where the circumstances require, for example where the appointed liquidator is unable or unwilling to act or where the shareholders are deadlocked.
There is no requirement that the liquidator be a shareholder, a director, or an employee. A shareholder, a director, an employee, an accountant, a lawyer, or any other natural or legal person with capacity may be appointed, and where a legal person is appointed it acts through a natural person it designates. The choice is the shareholders', subject to the two rules that follow.
Under Article 536, paragraph 4, at least one of the liquidators must be a Turkish citizen whose place of residence is in Türkiye. A company whose only liquidators are foreign nationals, or Turkish citizens living abroad, cannot register its entry into liquidation. Additional liquidators beyond the one who satisfies this requirement may be of any nationality and may live anywhere, so a foreign shareholder who wishes to be a liquidator may be appointed alongside a Turkish resident one.
Beyond the legal requirement, the liquidator must be able to act in Türkiye in practice: to attend the Trade Registry directorate in person for the signature declaration and the filings, to sign at the bank under a mandate the bank will accept, to correspond with the tax office and answer the tax inspector's requests, to attend the municipality's site inspection, and to receive service of documents at a Turkish address. A liquidator who lives abroad satisfies none of these, and a liquidation in which every step must wait for a courier or a power of attorney from abroad stalls at each step. For these reasons foreign shareholders typically appoint a Turkish lawyer to the role, either alone or alongside a representative of the shareholder who wishes to retain a signature.
The liquidator's appointment is registered with the Trade Registry directorate of the company's seat together with the dissolution, under Article 537, and published in the Trade Registry Gazette. The registration records the liquidator's identity, address, and signing authority, and from the date of registration the company's name is used with the suffix "in liquidation", tasfiye halinde, with the liquidator signing under that name. Before or at registration the liquidator provides a signature declaration before the registry or a notary, and must hold a Turkish tax identification number, which a foreign liquidator obtains online or at a tax office with a passport. Where more than one liquidator is appointed, under Article 539 they represent the company jointly unless the resolution or the articles authorise them to act alone, and the registration records which applies. The liquidator's authority may be limited by the resolution to particular acts, but the limitation binds third parties only to the extent registered.
The Commercial Code sets out the liquidator's duties in Articles 540 to 545, and the tax legislation adds further duties that occupy most of the liquidation's duration. In the order in which they arise, the liquidator's tasks are as follows.
Under Article 540, immediately after taking office the liquidator draws up an inventory of the company's assets and liabilities as at the date of dissolution and an opening liquidation balance sheet, and submits them to the general meeting for approval. Where necessary the liquidator may have the assets valued by experts. The approved balance sheet is the baseline against which the liquidator's conduct of the liquidation is later judged, and against which the liquidation period profit is computed for tax purposes.
Under Article 541, the liquidator invites the company's creditors to file their claims by three announcements in the Trade Registry Gazette, published one week apart, and additionally by registered letter to creditors who are known from the company's books or otherwise. The announcements state that creditors should notify their claims and, where the claims are secured, deliver their security documents. The date of the third announcement starts the waiting period after which the surplus may be distributed.
Under Article 542, the liquidator completes the company's pending transactions, collects its receivables, converts its assets into cash where necessary, and brings the business to an end. In practice this means completing or terminating pending contracts, collecting what is owed, selling stock and fixed assets, closing the office lease and recovering the deposit, terminating employment with notice and severance under the Labour Law, closing bank accounts other than the one used for the liquidation, and cancelling subscriptions and registrations. Under Article 538, assets may be sold individually by the liquidator, but the sale of a significant asset as a whole requires a general meeting resolution.
Also under Article 542, the liquidator pays all known debts of the company. For debts that are disputed, that are not yet due, or whose creditors have not come forward despite the announcements, the liquidator deposits a corresponding amount with a bank designated by the court, so that the creditor can be paid when the dispute is resolved or the debt falls due. No distribution to shareholders may be made while any debt remains unpaid or unsecured in this way.
The liquidation period tax returns under Article 17 of the Corporate Tax Law, the continuing monthly VAT and withholding returns, the tax office's examination of the open years, the closure of the Social Security Institution workplace file, and the cancellation of municipal and electronic registrations are all the liquidator's responsibility, and they are the stage at which most of the time in a liquidation is spent. See our note on tax clearance before deregistration for the sequence in which these steps must be done.
Under Article 543, once the debts have been paid or secured and the waiting period has run, the liquidator prepares the closing balance sheet, obtains the general meeting's approval, and distributes the remaining assets to the shareholders in proportion to their paid-in capital and any preferential rights. The waiting period runs from the third creditor announcement and was reduced from six months to three months by Law No. 7511 in 2024, although the court may authorise an earlier distribution where the circumstances show that creditors are not at risk. A distribution before the period has run, or before all debts are paid or secured, is the principal source of the liquidator's personal liability.
Under Article 545, on completion of the liquidation the liquidator applies to the Trade Registry for the deletion of the company, and the deletion is registered and announced. Under Article 82 of the Commercial Code and Article 253 of the Tax Procedure Law, the liquidator ensures that the company's books and records are kept for ten years, and under Article 547 the general meeting or, failing that, the court designates where and by whom they are kept.
Throughout the liquidation, under Article 539 the liquidator may do only what the purpose of the liquidation requires. Completing existing transactions, selling assets, paying debts, and litigating to collect receivables are within the liquidator's authority; starting new business, entering into contracts that are not needed to wind up the existing ones, borrowing except to meet liquidation costs, and making gifts are not. A liquidator who enters into new business in the company's name binds himself or herself personally rather than the company, and is liable to the shareholders and creditors for any resulting loss. The general meeting retains the decisions the Code reserves to it, including approval of the opening and closing balance sheets, the sale of significant assets as a whole, the dismissal and replacement of liquidators, and, under Article 548, the revocation of the dissolution and continuation of the company, which remains possible until the distribution of assets has begun.
The liquidator's personal liability is the Code's way of protecting creditors in a procedure that the shareholders otherwise control, and it is the reason the role should not be accepted lightly. The principal heads are set out below.
| Head of Liability | Legal Basis | Who May Claim |
|---|---|---|
| Distribution before debts paid or waiting period run | Articles 542, 543, and 553 of Law No. 6102 | Unpaid creditors, for the amount they would have received |
| Liquidation period taxes | Article 17, paragraph 7, of Law No. 5520 | The tax office, jointly against all liquidators, with recourse against shareholders |
| Public receivables generally | Article 10 of Law No. 213; Repeated Article 35 of Law No. 6183 | The tax office and the Social Security Institution, as against any legal representative |
| Failure to notify insolvency | Article 542, paragraph 1, subparagraph c, and Article 376 of Law No. 6102 | Creditors whose position worsened; possible criminal liability |
| Breach of duty of care and loyalty | Articles 553 to 561 of Law No. 6102 | The company, the shareholders, and the creditors, for damage caused |
A liquidator who distributes assets to the shareholders before the waiting period has run, or before known debts are paid or deposited for, is personally liable to the creditors who go unpaid, up to the amount they would have received had the distribution not been made. The shareholders who received the distribution are liable to return it under Article 543, but the creditor may proceed against the liquidator directly, and the liquidator is left to recover from shareholders who may be abroad.
Under Article 17, paragraph 7, of the Corporate Tax Law, Law No. 5520, the liquidators are personally and jointly liable for the taxes assessed for the liquidation periods, with the related penalties and interest, if they distributed the company's assets to the shareholders without first settling those taxes, with a right of recourse against the shareholders for what they received. Independently, the liquidator is a legal representative of the company for the purposes of Article 10 of the Tax Procedure Law and Repeated Article 35 of Law No. 6183, and may be pursued personally for any public receivable of the liquidation period that cannot be collected from the company, whether or not a distribution was made.
If during the liquidation it becomes clear that the company's assets are insufficient to pay its debts, Article 542 requires the liquidator to notify the commercial court immediately so that the court can open bankruptcy, unless the creditors agree to a composition. Liquidation under the Commercial Code is a procedure for solvent companies; an insolvent company must be wound up through bankruptcy under the Enforcement and Bankruptcy Law, Law No. 2004, in which creditors are paid in the statutory order under the supervision of the bankruptcy office. A liquidator who continues the liquidation of an insolvent company, paying some creditors and not others, is personally exposed to the creditors whose position worsened and may face criminal liability for favouring creditors.
Under Article 553 of the Commercial Code, liquidators are subject to the same liability as directors for breach of their duties under the law or the articles, and answer to the company, the shareholders, and the creditors for damage caused by their fault. Under Article 369 the standard is that of a prudent manager acting in the company's interest, and under Article 557 where several liquidators are liable, each is liable to the extent of his or her own fault. Claims are subject to the limitation periods in Article 560: two years from knowledge of the damage and the liable person, and five years in any event, extended where the act is also a criminal offence.
Under Article 536, paragraph 2, the liquidator is entitled to reasonable remuneration, which is normally fixed in the appointing resolution or agreed with the shareholders; for a lawyer acting as liquidator it forms part of the engagement. Under Article 537 the general meeting may dismiss and replace a liquidator it appointed at any time by resolution, and the court may dismiss a liquidator for good cause on the application of a shareholder or, where the shareholder's own appointee is concerned, of a creditor. A liquidator may also resign, but must continue to act until a replacement is registered where the company would otherwise be without a liquidator. Every change is registered with the Trade Registry and announced, and the departing liquidator's liability for his or her own period continues.
For a foreign shareholder the practical questions are three: who will be resident in Türkiye, who will carry the liability, and who will actually do the work. Appointing a Turkish lawyer answers all three and keeps the shareholder's own exposure to what the law already imposes on shareholders, namely liability for what they receive in distribution and, in a limited liability company, proportional liability for uncollected public receivables under Article 35 of Law No. 6183, and nothing more. The shareholders retain control through the resolutions the Code reserves to the general meeting, including approval of the opening and closing balance sheets, the sale of significant assets, the dismissal of the liquidator, and, until distribution begins, the right under Article 548 to revoke the liquidation altogether and continue the company. Our company liquidation service includes acting as liquidator where the company has no one in Türkiye, and where a shareholder representative wishes to be appointed alongside, we structure the joint signature so that the representative's involvement does not become a bottleneck.
At least one liquidator must be a Turkish citizen whose residence is in Türkiye under Article 536, paragraph 4. Additional liquidators may be foreign nationals or live abroad, but a company with only foreign or non-resident liquidators cannot register its entry into liquidation.
Yes. A shareholder, a director, an employee, or an outside professional may all be appointed. The residence requirement still applies to at least one of them.
The board members of a joint stock company or the managers of a limited liability company become liquidators by operation of law, whether or not they wish to.
Yes. The shareholders may dismiss and replace a liquidator by resolution at any time, and the court may do so for good cause on the application of a shareholder or creditor. The change is registered and announced.
The liquidator is entitled to reasonable remuneration under Article 536, paragraph 2, normally fixed in the appointing resolution or agreed with the shareholders.
Only if the resolution or the articles authorise them to act alone and this is registered. Otherwise they represent the company jointly under Article 539.
Three months from the third announcement, following the reduction from six months by Law No. 7511 in 2024, unless the court authorises an earlier distribution, and in any event only after all debts are paid or deposited for.
The liquidator is personally liable to unpaid creditors, and jointly liable for liquidation period taxes under Article 17 of the Corporate Tax Law, with recourse against the shareholders who received the distribution.
No. Under Article 539 the liquidator may act only for the purposes of the liquidation, and a liquidator who enters into new business binds himself or herself personally rather than the company.
The liquidator must notify the commercial court immediately under Article 542 so that bankruptcy can be opened. Liquidation cannot continue for an insolvent company, and a liquidator who continues it is personally exposed to creditors.
Yes. The liquidator is the company's legal representative during the liquidation and signs the liquidation period returns, the monthly returns, and the responses to the tax office's examination, and is personally liable as a legal representative for public receivables of the period.
Yes, under Article 548, by a resolution adopted before the distribution of assets has begun. The company then continues and the liquidator's authority ends on registration of the continuation.
Civil claims under Article 560 are subject to two years from knowledge and five years in any event, extended where the act is a criminal offence; tax liability follows the collection period for the underlying receivable, which may be longer.
The general meeting or, failing that, the court designates the person and place under Article 547, and the books must be kept for ten years. The liquidator should ensure this is settled before applying for deletion.
Yes, and for foreign owned companies this is the usual choice, since a Turkish lawyer satisfies the residence requirement, can act in Türkiye in practice, and carries the liability professionally.
The decisions reserved to the general meeting: approval of the opening and closing balance sheets, the sale of significant assets as a whole, the dismissal and replacement of the liquidator, and the revocation of the liquidation until distribution begins.
The liquidator is the company during its liquidation. The Commercial Code gives the role the company's signature and its management, confines it to what the liquidation requires, imposes a residence requirement that a foreign shareholder cannot satisfy alone, and attaches to it a personal liability to creditors and to the tax office that outlasts the company itself. The duties, from the opening inventory through the creditor announcements, the payment of debts, the tax closure, the distribution after the waiting period, and the deletion, are sequential and specific, and the heads of liability correspond to the ways in which each can be skipped. For a foreign shareholder, the three questions of residence, liability, and work are answered by appointing a Turkish lawyer to the role, while the Code's reservation of the key decisions to the general meeting ensures that control of the outcome remains where the ownership is.
We act as liquidator for foreign owned companies that have no one resident in Türkiye, or alongside a shareholder representative where one wishes to be appointed, and we conduct the liquidation from the opening balance sheet to the deletion with the tax and creditor sequence that protects the liquidator and the shareholders alike. For a review of who should be appointed in your company's liquidation and what the appointment involves, our legal team can examine the position and set out the steps required under the current law.
Liquidation, deregistration and the obligations that survive closure: guides for foreign shareholders.
