When a company enters voluntary liquidation in Turkey, control typically shifts from “normal management” to the liquidator. Many shareholders—especially foreign shareholders—assume liquidation is a simple administrative wrap-up. In reality, the liquidator’s decisions determine whether the company exits cleanly or ends up stuck due to creditor disputes, tax/SGK problems, or allegations of improper asset handling.
This guide explains the powers and liability of liquidators in Turkey in a practical way: what liquidators can do, where they must be careful, what creates personal exposure, and how shareholders can supervise liquidation safely.
1) Who Is the Liquidator and Why the Role Matters
A liquidator is the person (or persons) responsible for managing the company during liquidation. The liquidator’s purpose is not to “run the business for growth,” but to:
- collect receivables,
- convert assets to cash,
- settle debts,
- complete corporate and compliance steps,
- close the company legally.
Key point: During liquidation, decisions often become more sensitive, because creditors and authorities look closely at payments, asset sales, and timing.
2) Core Powers of Liquidators in Turkey (Practical View)
Although details depend on the company and the appointment decisions, liquidators typically have authority to:
A) Represent the Company for Liquidation Purposes
- sign liquidation-related documents,
- interact with banks, counterparties, authorities,
- execute settlements and releases (within mandate).
B) Collect Receivables and Manage Claims
- demand payment from debtors,
- negotiate receivable settlements,
- initiate legal action if necessary (depending on mandate).
C) Dispose of Assets
- sell inventory, equipment, vehicles (if any),
- terminate or assign contracts,
- convert assets into cash to pay creditors.
D) Pay Debts and Settle Liabilities
- pay suppliers, lenders, tax-related obligations,
- manage employee-related closing costs where applicable,
- keep evidence trail of payments and settlements.
E) Maintain Corporate and Compliance Process
- ensure tax/accounting steps continue during liquidation,
- maintain proper records and decisions,
- complete Trade Registry-related steps needed for closure.
Practical reality: The “power” is broad, but it must be exercised with discipline, documentation, and fairness.
3) The Liquidator’s Main Legal Duties (What Creates Liability)
Liquidator liability usually becomes a serious issue in three situations: creditor disputes, shareholder conflicts, and tax/SGK problems.
A liquidator’s core duties typically include:
Duty to Act in the Company’s Interest During Liquidation
Liquidators should prioritize an orderly wind-down, not personal or shareholder favoritism.
Duty of Care and Proper Administration
- keep accurate records,
- make reasonable decisions,
- avoid negligent delays in compliance steps.
Duty to Treat Creditors Fairly
Payments must be handled carefully. Preferential or “selective” payment patterns can trigger disputes, especially when the company is under financial stress.
Duty to Preserve Evidence
A liquidator’s best defense is documentation:
- resolutions and mandates,
- sale records and valuations,
- payment approvals and bank trails,
- notices to creditors and responses.
4) The Highest-Risk Areas for Liquidators (Where Most Problems Come From)
A) Asset Sales and “Undervalue” Allegations
If assets are sold too cheaply or to related parties without a defensible process, liquidators can face accusations of value leakage.
Best practice: use a transparent sale method, keep valuation evidence, and document approvals.
B) Paying Some Creditors but Not Others (Preferential Treatment)
If cash is limited, paying one creditor first can trigger conflict—especially if the paid creditor is connected to shareholders or management.
Best practice: adopt a structured payment plan, document logic, and avoid conflicts of interest.
C) Tax and SGK Compliance Neglect
The most common practical liquidation bottleneck is unresolved compliance. Liquidators must keep accounting “alive” until closure.
Best practice: implement a liquidation compliance calendar (filings, final returns, closure steps) and keep proof of each submission/payment.
D) Employee Terminations and Payroll Closure
If there are employees, termination processes and payroll/SGK closure must be handled carefully. Mistakes can create high-value claims.
Best practice: document terminations, payments, releases where possible, and final payroll reporting.
E) Contract Termination and Notice Failures
Leases, subscriptions, service agreements, and distribution contracts may have notice rules. Missing notice can create additional liabilities.
Best practice: map all contracts early and track termination notice periods.
5) How Shareholders Should Control Liquidator Risk (Simple Governance Tools)
Shareholders can reduce risk by setting clear guardrails:
A) Define the Liquidator’s Mandate Clearly
- what transactions require shareholder approval,
- thresholds for asset sales and settlements,
- rules for related-party transactions,
- reporting frequency.
B) Require Monthly Reporting
A standard liquidation reporting pack should include:
- bank balance and movements,
- receivables status,
- liabilities register and payments made,
- ongoing disputes and risks,
- status of tax/SGK filings,
- contract termination checklist.
C) Require Dual Signatures for High-Risk Actions (If Suitable)
For sensitive liquidation actions (large asset sales, settlements, borrowing), co-signature rules can reduce abuse risk.
D) Maintain an Evidence Archive
Centralize:
- resolutions, registry filings,
- agreements and sale documents,
- invoices and payment proofs,
- authority documents and correspondence.
If a dispute arises, the company wins or loses based on the quality of this file.
6) Practical “Red Flag” Behaviors (What to Stop Early)
Shareholders should treat these as immediate red flags:
- liquidator refusing to provide bank/payment reports,
- asset sales to related parties without valuation support,
- unexplained payments or cash withdrawals,
- delays in tax/SGK filings,
- missing creditor communication trails,
- closing steps attempted before liabilities are clearly settled.
FAQ
Can a liquidator be personally liable in Turkey?
Liquidators may face personal exposure if they breach duties, act negligently, misuse assets, or create unfair creditor treatment—especially when damages can be shown.
What is the most common liquidation risk in practice?
Tax/SGK compliance gaps and poorly documented asset sales are among the most frequent drivers of disputes and delays.
How can foreign shareholders supervise liquidation effectively?
Require monthly reporting, set approval thresholds, restrict related-party transactions, and maintain strong documentation and audit trails.
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