Introduction: How Can a Foreign Investor Close a Company and Exit Turkey?

Foreign investors entering Turkey generally focus on company incorporation, bank accounts, investment permits, employees and commercial operations.

However, an equally important question is often ignored:

How can the investor legally close the Turkish company and take the remaining investment out of Turkey?

A foreign investor may decide to leave Turkey for many reasons.

The Turkish operation may no longer be commercially profitable. A multinational group may restructure its regional operations. A startup may fail to reach the expected scale. A foreign parent company may decide to consolidate operations in another jurisdiction. The investor may sell the business assets but have no buyer for the Turkish company itself. A joint venture may end. The company may become dormant after completing a particular project.

In these circumstances, simply stopping commercial activity is generally not the same as legally closing the company.

A Turkish A.Ş. or Ltd. Şti. continues to exist until the necessary dissolution, liquidation and Trade Registry deregistration procedures are completed.

The Ministry of Trade describes voluntary liquidation as a process in which the terminated company’s receivables are collected, debts are paid, remaining assets are distributed to shareholders and the company is ultimately removed from the Trade Registry.

This distinction is particularly important for foreign investors.

A company that has stopped doing business may still have:

• tax filings;
• SGK obligations;
• employees;
• bank accounts;
• leases;
• litigation;
• guarantees;
• licences;
• accounting books;
• unpaid receivables;
• debts;
• and ongoing corporate responsibilities.

There is also no general modern rule under which a foreign investor can simply abandon an inactive company and wait for the authorities automatically to delete it. The Ministry of Trade expressly notes that the old temporary simplified deregistration mechanism under the Turkish Commercial Code expired and companies ordinarily need to follow the statutory liquidation procedure.

For most foreign investors, the exit alternatives should therefore be considered in the following order:

share sale → asset/business sale → merger or restructuring → voluntary liquidation → insolvency proceedings where liabilities exceed assets.

Liquidation is usually appropriate where the company itself is no longer required and there is no commercially preferable purchaser willing to acquire the shares.

This guide explains the legal, tax and practical steps foreign investors should consider when liquidating a Turkish company and completing an orderly exit from Turkey in 2026.

1. Liquidation Is Different From Selling the Company

A foreign shareholder wanting to leave Turkey does not necessarily need to liquidate the company.

It may instead sell its shares.

This distinction is fundamental.

Share Sale

The foreign investor sells the shares of the Turkish company to another shareholder or third-party purchaser.

The Turkish company continues to exist.

Its:

• contracts;
• employees;
• assets;
• debts;
• licences;
• tax history;
• and legal personality

generally remain within the same company.

Liquidation

The company itself is wound down.

Its assets are collected or sold, debts are satisfied, employees and contracts are dealt with, remaining assets are distributed and the legal entity is ultimately deleted from the Trade Registry.

For a profitable operating business, a share sale may be commercially superior because the investor can realise the goodwill and going-concern value.

For an inactive entity with no meaningful buyer, liquidation may be more appropriate.

The investor should compare both routes before formally resolving to liquidate.

2. Can a Foreign-Owned Turkish Company Be Liquidated in the Same Way as a Turkish-Owned Company?

Generally, yes.

Turkey’s foreign direct investment framework is based on equal treatment between international and domestic investors. Foreign investors generally have the same fundamental corporate rights and liabilities as domestic investors.

Accordingly, a Turkish A.Ş. or Ltd. Şti. owned by foreign shareholders is generally liquidated under the Turkish Commercial Code framework applicable to the relevant company type.

For limited liability companies, Article 643 of the Turkish Commercial Code expressly provides that the provisions governing liquidation of joint stock companies and the powers of corporate organs during liquidation also apply to Ltd. Şti.s.

Therefore, the basic liquidation architecture is broadly similar for:

foreign-owned A.Ş.

and

foreign-owned Ltd. Şti.

although the company’s own articles, governance rules, regulated-sector requirements and shareholder structure must still be reviewed.

3. Liquidation Begins With a Corporate Decision to Dissolve the Company

A voluntary liquidation generally begins with the relevant shareholder/general assembly decision to terminate and liquidate the company.

The resolution should normally address matters such as:

• dissolution;
• commencement of liquidation;
• appointment of liquidator or liquidators;
• representation authority;
• and other matters required for registration.

The dissolution and liquidation decision must then be registered and announced through the Trade Registry framework.

The Ministry of Trade confirms that where termination results from a reason other than bankruptcy or a court decision, the termination is registered and announced with the Trade Registry.

The company does not immediately disappear when the resolution is adopted.

Instead, it enters a liquidation phase.

The legal entity continues to exist for the purpose of liquidation until deregistration is completed.

This is an important distinction for foreign parent companies.

The company still needs proper representation, accounting and compliance during this period.

4. Who Manages the Company During Liquidation?

The liquidation process is conducted by liquidators — tasfiye memurları.

The liquidators may be designated in the articles of association or appointed by the general assembly.

If no liquidator has been designated, the statutory corporate management may perform the liquidation function under the applicable framework. The Ministry of Trade confirms that shareholders or third parties may be selected as liquidators and that, in the absence of such selection, liquidation is carried out through the company’s management structure.

Foreign investors should select the liquidator carefully.

Liquidation is not merely an administrative role.

The liquidator may need to:

• represent the company;
• collect debts;
• negotiate settlements;
• sell assets;
• terminate contracts;
• pay creditors;
• handle tax filings;
• work with accountants;
• defend litigation;
• manage employee exits;
• close bank accounts;
• and ultimately arrange deregistration.

The liquidator therefore effectively becomes the principal executive of the company for the purposes of winding it down.

5. Liquidators Have Significant Legal Responsibilities

Turkish law gives liquidators substantial authority, but it also imposes significant liability.

Where there is more than one liquidator, the applicable representation rules should be reviewed carefully. Under the Commercial Code’s liquidation provisions, unless the articles or general assembly provide otherwise, two authorised liquidators generally need to sign together to bind the company. Liquidators represent the company externally and before courts in matters connected with liquidation.

The liquidators are not supposed to continue normal commercial expansion.

Their role is fundamentally to wind down the existing company.

They complete existing transactions, convert assets into money where appropriate, collect outstanding capital contributions where relevant and pay company debts. They generally should not enter into new transactions unnecessary for liquidation.

For a foreign shareholder, appointing a nominal liquidator who has no practical knowledge of the company can therefore create serious problems.

6. An Opening Liquidation Inventory and Balance Sheet Must Be Prepared

One of the liquidators’ first responsibilities is to identify exactly what the company owns and owes.

The Commercial Code requires liquidators to investigate the company’s position at the start of liquidation and prepare an inventory and balance sheet reflecting its assets and financial situation.

These documents are then submitted to the general assembly for approval. After approval, the liquidators take control of the assets, books and documents recorded in the inventory.

This stage is particularly important for foreign-owned groups because the Turkish entity may have numerous intercompany balances.

Examples include:

• shareholder loans;
• management fee payables;
• royalties;
• parent-company receivables;
• transfer pricing adjustments;
• employee advances;
• group cash-pooling balances;
• or guarantees.

Before liquidation proceeds too far, the parent group should reconcile all intercompany accounts.

A EUR 2 million amount shown by the parent as “receivable from Turkey” but shown by the Turkish subsidiary as equity or capital reserve can become a major closing problem.

7. Creditors Must Be Formally Called

Liquidation cannot be conducted only between the shareholder and the liquidator.

Creditors are legally protected.

Known creditors whose identities and addresses appear from the company’s books or documents must be notified directly.

Other creditors are called through announcements.

Under Article 541, creditors are informed through three announcements made one week apart, including publication in the Turkish Trade Registry Gazette and through the other required channels, and are invited to notify their claims to the liquidators.

This creditor call is a central part of the statutory liquidation procedure.

The foreign shareholder cannot lawfully decide:

“We know all the suppliers, so no advertisement is necessary.”

The statutory process protects potential creditors that may not currently appear on the shareholder’s own records.

8. Known Creditors Cannot Simply Be Ignored if They Fail to Respond

Suppose the company’s books show that a former supplier is owed money.

The creditor receives notice but does not respond.

The liquidator cannot automatically treat the debt as having disappeared.

The Ministry of Trade confirms that where a known creditor does not make a claim following the notice, the relevant amount must be deposited into the designated bank account. It also explains that funds relating to debts that are not yet due or are disputed must generally be deposited with a notary unless adequately secured or otherwise protected under the statutory framework.

This is one reason a proper litigation and debt schedule should be created before liquidation begins.

The company should identify:

undisputed debt + disputed debt + contingent liability + pending lawsuits + guarantees + tax exposure.

9. The Company Must Pay Its Debts Before Distributing Money to the Shareholder

Liquidation does not allow shareholders to take the company’s cash first and leave creditors behind.

The liquidators must collect receivables and realise assets where necessary to satisfy company obligations.

The Ministry of Trade explains that liquidators must complete existing transactions, convert assets into cash and pay company debts where the company’s assets are sufficient to meet those liabilities.

Only after the creditor position is properly dealt with can the remaining value be distributed to shareholders.

This means a foreign parent should not empty the Turkish company’s bank accounts before commencing liquidation.

Such transfers can create:

• creditor claims;
• liquidator liability;
• tax problems;
• related-party transaction issues;
• and potentially director/shareholder disputes.

10. What Happens if the Company’s Debts Exceed Its Assets?

Voluntary liquidation assumes that the company can settle its obligations.

If the company’s debts are greater than its assets, the situation becomes substantially more serious.

The Commercial Code requires liquidators who determine that company debts exceed company assets to report the situation immediately to the Commercial Court of First Instance at the company’s registered office; the court may then open bankruptcy proceedings.

Therefore, a shareholder should not treat voluntary liquidation as a mechanism to erase an insolvent company’s liabilities.

Before commencing the process, management should prepare a realistic solvency analysis.

That analysis should include not only ordinary trade payables but also:

• tax;
• SGK;
• employee termination claims;
• pending lawsuits;
• bank debt;
• guarantees;
• lease termination costs;
• regulatory penalties;
• and related-party balances.

If the company is insolvent, bankruptcy or restructuring advice may be required instead of an ordinary solvent liquidation strategy.

11. There Is a Statutory Waiting Period Before Remaining Assets Can Be Distributed

A foreign investor should not expect to complete an ordinary voluntary liquidation in a few weeks.

After company debts have been paid and paid-in share amounts have been returned, remaining assets are generally distributed to shareholders according to their capital contributions and applicable privileges unless the articles provide otherwise.

However, the remaining assets cannot ordinarily be distributed until six months have passed from the date of the third creditor call.

The court can allow earlier distribution where the circumstances demonstrate that creditor interests are not endangered.

Because the creditor calls themselves are made one week apart, the process contains a built-in statutory waiting period.

In practice, this means:

Voluntary liquidation is not an instant company-closing mechanism.

Tax clearance, employee termination, asset sales, litigation and administrative closure can extend the process further.

12. Can the Shareholders Change Their Mind After Liquidation Begins?

Potentially yes.

The Ministry of Trade confirms that, provided distribution of the company’s assets has not yet started, it is possible to decide to abandon liquidation with the affirmative vote representing at least 60% of the capital under the applicable statutory framework.

This can be useful where:

• a buyer unexpectedly appears;
• the business becomes commercially viable again;
• the foreign parent changes strategy;
• or a restructuring becomes preferable to closure.

However, once assets have begun to be distributed, reversing the process becomes substantially more problematic.

The exit strategy should therefore ideally be finalised before liquidation reaches the distribution stage.

13. Employee Termination Must Be Planned Before the Company Closes

A company cannot simply delete itself while employees remain legally employed.

Employment contracts must be terminated or transferred through a lawful process.

Depending on each employee’s circumstances, the company may need to calculate:

• unpaid salary;
• notice compensation;
• severance pay;
• unused annual leave;
• overtime;
• bonus or commission;
• expense claims;
• and other contractual benefits.

Where a workplace is being permanently closed, Turkish labour legislation can also require special notifications.

For complete and permanent workplace closure within the Labour Law framework, the employer must notify the relevant regional authority and İŞKUR at least 30 days in advance and announce the closure at the workplace.

Foreign shareholders should therefore budget employment termination costs before calculating the expected liquidation surplus.

A company showing TRY 20 million cash may have substantially less distributable value after employee termination liabilities are paid.

14. SGK Employee Exit Notifications Must Be Completed

The company’s payroll closure also requires SGK compliance.

The Social Security Institution confirms that employee termination notifications for employees insured under the ordinary 4/a framework must generally be submitted electronically within 10 days following termination of the employment contract.

The company should therefore reconcile:

• final payroll;
• SGK premiums;
• employee exit codes;
• outstanding contributions;
• and workplace records

before final deregistration.

A foreign group should avoid assuming that deleting the company from the Trade Registry automatically cleans up all historical SGK issues.

15. Foreign Employee Work Permits Must Also Be Closed

Where the Turkish company employs foreign nationals under company-sponsored work permits, liquidation creates an additional immigration compliance obligation.

The Ministry of Labour confirms that employers must notify the Ministry within 15 days of the commencement or termination of work under a work permit and of circumstances requiring cancellation of the permit. Termination can be processed electronically through the e-İzin system.

Therefore, foreign executives and expatriate employees should be included in the closure checklist.

Closing their Turkish employment can also affect:

• residence rights;
• dependent family residence status;
• SGK;
• housing;
• and tax residency.

Corporate liquidation and expatriate immigration planning should therefore be coordinated.

16. Contracts Should Be Reviewed One by One

A company in liquidation may still have long-term obligations.

These can include:

• commercial lease agreements;
• office leases;
• warehouse leases;
• distributor agreements;
• supply agreements;
• SaaS subscriptions;
• telephone and internet contracts;
• vehicle leases;
• insurance;
• bank loans;
• franchise agreements;
• licensing agreements;
• IP contracts;
• utility subscriptions;
• service contracts;
• and maintenance arrangements.

Liquidation does not automatically eliminate every private-law contract on the day the shareholder votes to close the company.

Each material contract should be reviewed for:

• termination right;
• notice period;
• early termination fee;
• minimum purchase commitment;
• automatic renewal;
• security deposit;
• guarantee;
• and surviving obligations.

A foreign group can significantly reduce liquidation cost by starting this contract review months before the formal liquidation resolution.

17. Parent Guarantees and Bank Security Need Special Attention

A foreign parent may have guaranteed the Turkish subsidiary’s obligations.

Common examples include:

• bank guarantees;
• parent-company guarantees;
• letters of comfort;
• lease guarantees;
• supplier guarantees;
• or security supporting financing.

Liquidating the subsidiary does not automatically release the foreign parent from those obligations.

Before closure, the parent should obtain written confirmation that:

• loans have been discharged;
• guarantees have been cancelled;
• mortgages or pledges have been released;
• bank letters have been returned;
• and the parent no longer has residual exposure.

Otherwise, the Turkish subsidiary may disappear while the foreign shareholder remains liable for historical debts.

18. Receivables Should Be Collected Before Deregistration

Companies often concentrate on paying debts and forget that receivables may remain outstanding.

The liquidator should identify and collect:

• customer receivables;
• VAT/tax receivables;
• deposits;
• employee receivables;
• intercompany receivables;
• insurance claims;
• litigation claims;
• and refundable guarantees.

Where a receivable cannot be collected immediately, the investor should determine whether it should be:

• assigned;
• litigated;
• settled;
• written off;
• or otherwise dealt with before deregistration.

Deleting the company prematurely can make later recovery substantially more complicated and may require additional liquidation or revival proceedings.

19. Pending Litigation Can Delay Final Closure

A Turkish company may have ongoing lawsuits as:

• claimant;
• defendant;
• enforcement creditor;
• enforcement debtor;
• tax litigant;
• or administrative claimant.

The liquidator should determine whether each matter can be:

• settled;
• withdrawn;
• paid;
• secured;
• or completed before deregistration.

Some disputes may continue for years.

In such cases, the investor should obtain advice on whether the company can complete ordinary liquidation while appropriately securing disputed claims or whether final deregistration should wait.

The statutory rules specifically require protection for disputed and not-yet-due debts.

20. Tax Liability Continues During Liquidation

One of the most important misconceptions is:

“The company is in liquidation, so ordinary Turkish tax obligations have ended.”

They have not.

Under the Turkish Tax Procedure Law, tax liability continues during liquidation until transactions relevant to taxation have been fully completed. Liquidators must notify the tax office both of the liquidation decision and of the completion of liquidation.

Liquidation therefore creates a special tax period rather than immediate termination of tax status.

21. Turkey Uses “Liquidation Periods” for Corporate Tax Purposes

The Corporate Tax Law contains a specific tax regime for companies in liquidation.

The current 2026 Corporate Tax Return Guide confirms that, once a company enters liquidation, the ordinary accounting period is replaced by a liquidation period.

Liquidation begins for corporate tax purposes on the date the general assembly’s liquidation decision is registered and ends when completion of liquidation is registered.

Where liquidation continues across more than one calendar year:

• the first period runs from the liquidation commencement date to year-end;
• each following calendar year is a separate liquidation period;
• and the final period runs from the beginning of the final calendar year until liquidation completion.

This is important for foreign parent companies expecting a one-time final tax filing.

Multiple tax periods may arise if liquidation spans several years.

22. A Final Liquidation Corporate Tax Return Is Required

Liquidators are responsible for filing liquidation corporate tax returns.

The Corporate Tax Law provides that the return for the final liquidation period must be submitted within 30 days following completion of the liquidation.

This is a critical closing deadline.

The company cannot simply obtain a Trade Registry deletion and then allow the accountant to deal with tax matters at some undefined later date.

Tax, accounting and Trade Registry work should be coordinated from the beginning.

23. What Is “Liquidation Profit” for Turkish Tax Purposes?

The taxable base during liquidation is not determined exactly like an ordinary operating year.

Under Article 17 of the Corporate Tax Law, the tax base of a company in liquidation is generally its liquidation profit.

The statutory calculation is based broadly on the positive difference between the company’s value at the end and beginning of the relevant liquidation period, subject to specified adjustments.

Amounts paid to shareholders during liquidation can be added back in calculating the final liquidation position.

Therefore, transferring assets or cash to the shareholder before final tax calculations are completed does not necessarily remove those amounts from Turkish taxation.

The liquidation tax computation should be prepared before distributions are made.

24. Liquidators Can Become Personally Liable for Improper Tax Distributions

This is especially important when a foreign shareholder also appoints a trusted employee or director as liquidator.

The Corporate Tax Law requires liquidators to set aside appropriate amounts for accrued taxes, taxes calculated under liquidation returns and disputed tax assessments before making certain creditor payments or distributions to shareholders.

Official GİB guidance confirms that a liquidator who distributes assets without making the required tax provision can become personally and jointly liable for relevant taxes, surcharges and penalties.

Therefore:

Never distribute the entire Turkish bank balance to the foreign parent before the tax position is closed.

A proper tax reserve should remain until the exposure has been resolved.

25. Return of Paid-In Capital and Distribution of Profit Are Not Always Taxed the Same Way

The amount received by the foreign shareholder on liquidation should be analysed according to its economic composition.

A repayment of genuine paid-in capital is fundamentally different from distribution of accumulated profit.

Official GİB guidance confirms that the return of capital genuinely contributed by shareholders does not itself create corporate profit or dividend withholding merely because the company is liquidated.

However, liquidation becomes more complicated where the company’s equity contains amounts such as:

• capitalised retained earnings;
• previous-year profits;
• inflation adjustment reserves;
• or other equity items with specific tax characteristics.

GİB has held that previous profits added to capital and later distributed because of liquidation can remain subject to dividend-related taxation, while certain inflation adjustment accounts can trigger additional corporate and withholding consequences when withdrawn.

For this reason, the final balance sheet should be analysed account by account.

26. Foreign Shareholders Should Review the Applicable Double Taxation Treaty

Where a liquidation distribution contains a profit element rather than merely a return of contributed capital, the shareholder’s residence jurisdiction may become relevant.

Depending on the applicable Turkish domestic tax characterisation and the wording of the relevant Double Taxation Treaty, issues can arise concerning:

• dividends;
• liquidation distributions;
• capital gains;
• or another category of income.

The result can vary significantly by shareholder jurisdiction and corporate structure.

A foreign investor should therefore not ask only:

“How much cash is left in the company?”

The correct question is:

“What is each part of this liquidation payment for Turkish tax purposes, and how is it treated under the applicable tax treaty?”

This analysis should occur before the final remittance abroad.

27. Can Liquidation Proceeds Be Transferred Abroad?

Yes.

Turkey’s Foreign Direct Investment Law expressly protects the right of foreign investors to transfer abroad, through banks or financial institutions, proceeds arising from the sale or liquidation of all or part of an investment, as well as net profits, dividends and other qualifying payments.

This is an important investor protection.

A foreign shareholder is therefore not ordinarily required to leave the remaining liquidation proceeds permanently in Turkey.

However, the transfer should be supported by appropriate documentation.

The Turkish bank may need to understand:

• shareholder identity;
• liquidation status;
• corporate resolutions;
• final balance sheet;
• tax position;
• source of payment;
• and legal character of the funds.

The final transfer should therefore be coordinated with the Turkish bank in advance.

28. E-TUYS Should Be Reviewed Before the Foreign Investor Exits

Foreign-invested Turkish companies report specified FDI information through E-TUYS.

The current Invest in Türkiye guidance identifies three core categories collected electronically:

• FDI Activity Information;
• FDI Capital Data;
• FDI Share Transfer Data.

A liquidation is not necessarily identical to a normal share transfer, but the foreign-owned company should review its E-TUYS records before closing to ensure that:

• historical capital information;
• ownership;
• share transfers;
• and activity data

are accurate and all required filings have been made.

Liquidation should not leave unresolved foreign investment reporting discrepancies.

For foreign groups, the accountant, corporate lawyer and E-TUYS authorised user should therefore coordinate the final compliance review.

29. Regulatory Licences and Investment Incentives Must Be Closed Properly

Foreign-owned companies may have:

• Investment Incentive Certificates;
• sector licences;
• operating permits;
• customs authorisations;
• environmental permits;
• R&D incentives;
• Free Zone authorisations;
• tourism licences;
• energy licences;
• payment-service permissions;
• or other regulatory approvals.

Liquidation does not necessarily mean these permissions vanish without administrative consequences.

The investor should determine:

• whether notification is required;
• whether licences must be surrendered;
• whether incentive conditions have been completed;
• whether machinery can be sold;
• whether customs exemptions create restrictions;
• and whether early exit causes incentive clawback.

This is particularly important for subsidised manufacturing investments.

A foreign investor should not sell incentivised machinery during liquidation before confirming whether the relevant support conditions permit disposal.

30. Intellectual Property Should Be Transferred Before the Company Disappears

The Turkish company may own:

• trademarks;
• domain names;
• software;
• patents;
• designs;
• social-media accounts;
• customer databases;
• trade names;
• technical documents;
• or contractual licences.

Before deregistration, the group should decide whether those assets will be:

• sold to the parent;
• transferred to another group company;
• sold to a third party;
• abandoned;
• or terminated.

A trademark still registered in the name of a deleted company can create unnecessary complications.

The same applies to:

• domain administrator credentials;
• software repositories;
• website hosting;
• and digital accounts.

Corporate liquidation should therefore include a digital and IP asset inventory.

31. Personal Data Cannot Simply Be Forgotten When the Company Closes

A company being liquidated may still hold personal data relating to:

• employees;
• customers;
• suppliers;
• patients;
• website users;
• applicants;
• or business contacts.

The closure plan should therefore address:

• statutory retention obligations;
• deletion;
• anonymisation;
• transfer to another legal entity where lawful;
• employee files;
• accounting records;
• and data processor contracts.

A foreign parent should not automatically download the entire Turkish subsidiary database to servers abroad merely because the company is being closed.

Cross-border data transfer rules can still apply.

Liquidation does not suspend KVKK obligations.

32. Commercial Books and Documents Must Be Preserved

Company books and records do not become disposable merely because the legal entity is being deregistered.

Article 544 of the Turkish Commercial Code requires company books and documents, including liquidation-related records, to be retained in accordance with the statutory record-retention framework after liquidation.

The final general assembly/liquidator arrangements should therefore clearly identify:

• who will hold the records;
• where they will be stored;
• which records must remain in Turkey;
• and who can provide them if the tax authority, court or another authority later requests access.

The foreign parent should maintain a complete digital copy where legally permissible, but that should complement—not substitute—the statutory retention arrangement.

33. The Company Is Removed From the Trade Registry Only at the End

Once liquidation has been completed, the liquidators apply to the Trade Registry Directorate for deletion of the company’s trade name.

The deletion is registered and announced.

The Ministry of Trade confirms that the company’s legal personality ends through the Trade Registry deletion following completion of liquidation.

This is the point foreign investors should distinguish from merely:

• stopping sales;
• dismissing employees;
• closing the office;
• or adopting a liquidation resolution.

Until final deregistration, the company remains part of the Turkish legal system.

34. What if an Asset or Liability Is Discovered After Deregistration?

Occasionally, a company is deleted and later it becomes clear that something remains unresolved.

Examples include:

• forgotten bank account;
• pending receivable;
• undeclared property;
• undistributed asset;
• pending litigation;
• or liability that requires corporate representation.

Turkish company law recognises mechanisms commonly referred to as additional liquidation (ek tasfiye) and, depending on the procedural situation, revival of the company in the registry.

The Ministry of Trade’s Trade Registry guidance separately identifies liquidation, additional liquidation, deregistration and revival as distinct registry procedures.

This is why the final liquidation audit should be thorough.

It is significantly easier to deal with an overlooked asset before deletion than to restore the company’s legal capacity later.

35. Can a Dormant Foreign-Owned Company Simply Be Left Inactive?

Legally, leaving a company dormant and liquidating it are different strategies.

A dormant company can remain registered even if it has no substantial business activity.

But it can continue to create:

• accounting obligations;
• tax compliance;
• Trade Registry matters;
• corporate books;
• address costs;
• bank compliance;
• and administrative responsibilities.

The Ministry of Trade expressly states that the former temporary simplified deregistration framework has expired and that companies must generally use the statutory liquidation procedure to be deleted from the registry.

Therefore, a foreign investor that is genuinely leaving Turkey should compare the annual cost and risk of maintaining a dormant company with the cost of completing liquidation.

36. Liquidation or Share Sale: Which Is Better?

The answer depends on the company.

A foreign investor should generally investigate whether the company has any going-concern sale value before destroying that value through liquidation.

37. Practical Example: Foreign Parent Closing a Profitable Turkish Subsidiary

Assume a French parent owns 100% of a Turkish A.Ş.

The group decides to centralise operations elsewhere.

The Turkish company has:

• TRY 80 million cash;
• TRY 10 million trade receivables;
• TRY 8 million supplier debt;
• 20 employees;
• an office lease;
• one foreign director with a work permit;
• TRY 5 million paid-in capital;
• retained profits;
• software and trademarks.

The foreign parent should not simply transfer TRY 80 million to France.

A legally controlled process would involve:

1. collecting receivables;
2. estimating employee termination liabilities;
3. terminating or assigning the lease;
4. transferring IP;
5. resolving supplier debt;
6. terminating foreign work permits;
7. calculating taxes;
8. adopting the liquidation resolution;
9. registering liquidators;
10. making creditor calls;
11. preparing liquidation accounts;
12. retaining tax reserves;
13. waiting the statutory distribution period;
14. distributing capital and remaining liquidation surplus according to its tax character;
15. transferring the net proceeds abroad;
16. completing final tax and Trade Registry deregistration.

The actual cash ultimately received by the French parent may therefore be materially lower than the opening Turkish bank balance.

38. Practical Example: Loss-Making Company With No Assets

Assume a foreign startup established a Turkish Ltd. Şti.

After two years:

• no employees remain;
• office lease ended;
• no fixed assets remain;
• bank balance is minimal;
• suppliers have been paid;
• the company has accumulated tax losses.

The foreign parent might expect the company to be deleted immediately.

However, ordinary voluntary liquidation still requires the statutory procedure, including liquidator appointment, creditor protection and final deregistration.

The company being commercially empty does not mean the legal entity has automatically ceased to exist.

The liquidation may be operationally simpler, but it still requires formal completion.

39. Practical Example: Company Owes More Than It Owns

Assume a foreign shareholder wants to close a Turkish manufacturing company.

Assets:

TRY 30 million

Total liabilities:

TRY 75 million

The investor should not begin distributing the TRY 30 million to the parent.

If liquidators determine that the company’s debts exceed its assets, the Commercial Code requires that the position be reported to the competent commercial court, which may open bankruptcy proceedings.

This is not an ordinary solvent liquidation.

The foreign investor should obtain Turkish insolvency advice immediately.

40. Foreign Investor Company Exit Checklist

Before a foreign investor considers the Turkish company fully closed, the following items should be reviewed:

Frequently Asked Questions

Can a foreign investor close a Turkish company?

Yes. A foreign-owned Turkish A.Ş. or Ltd. Şti. may be liquidated under the Turkish Commercial Code framework applicable to Turkish capital companies. Foreign investors are generally subject to equal treatment.

Is stopping business activity enough to close the company?

No. A company remains legally registered until the required liquidation and deregistration procedures have been completed.

Can an inactive company simply be automatically deleted?

Foreign investors should not rely on that. The Ministry of Trade states that the old temporary simplified deregistration framework expired and that statutory liquidation is generally required.

Who conducts the liquidation?

Liquidators appointed through the articles or general assembly conduct the liquidation. Where no appointment has been made, the statutory company-management mechanism applies.

Must creditors be notified?

Yes. Known creditors are directly notified, while other creditors are called through three announcements made one week apart under the statutory framework.

How long must the company wait before distributing the remaining assets?

Remaining assets generally cannot be distributed until six months after the third creditor call, unless a court authorises earlier distribution because creditors are not at risk.

What happens if company liabilities exceed its assets?

The liquidators must notify the competent commercial court, and bankruptcy proceedings may be opened.

Does the company’s tax liability end as soon as liquidation begins?

No. Tax obligations continue throughout liquidation until tax-related transactions are fully completed.

Is there a special corporate tax regime during liquidation?

Yes. Ordinary accounting periods are replaced by liquidation periods under Article 17 of the Corporate Tax Law.

When is the final liquidation tax return filed?

The return for the final liquidation period must generally be submitted within 30 days after completion of liquidation.

Can the foreign shareholder receive its paid-in capital back?

Yes, subject to the liquidation process. Genuine contributed capital and profit elements should be distinguished for tax purposes. GİB confirms that a genuine repayment of shareholder-contributed capital does not itself constitute taxable profit or a dividend merely because it occurs in liquidation.

Can accumulated profits create tax when the company is liquidated?

Yes. Distributions attributable to accumulated or previously capitalised profits and certain other equity accounts can have different tax consequences from the simple return of contributed capital.

Can liquidation proceeds be transferred abroad?

Yes. Turkey’s FDI Law expressly permits foreign investors to transfer abroad proceeds arising from sale or liquidation of an investment through banks or financial institutions.

Must employees be dismissed before final closure?

Employment relationships must be dealt with lawfully. Employee claims and SGK exit procedures should be completed before deregistration.

How quickly must SGK employee exit notifications be made?

Ordinary 4/a employee exit notifications must generally be submitted within 10 days following termination.

What happens to foreign employees’ work permits?

The employer must complete termination procedures through the work-permit system and notify relevant commencement/termination circumstances within 15 days under the current rules.

Is liquidation always better than selling the company’s shares?

No. Where an operating company has value, selling the shares may provide a faster and commercially more valuable exit than liquidating the business.

Conclusion: What Is the Safest Way for a Foreign Investor to Close a Turkish Company and Leave Turkey?

A foreign investor can legally close a Turkish company and transfer the remaining investment proceeds abroad.

But liquidation is not simply a Trade Registry formality.

It is a structured process designed to ensure that:

employees + creditors + tax authorities + lenders + contractual counterparties + shareholders

are dealt with before the legal entity disappears.

The first decision should therefore be whether liquidation is actually the correct exit route.

If the company has:

• customers;
• permits;
• employees;
• profitable operations;
• licences;
• goodwill;
• or valuable market position,

a share sale may preserve significantly more economic value.

Liquidation should generally be compared against a share or business sale first.

If liquidation is chosen, the process begins with the relevant corporate decision and the registration of the company’s entry into liquidation.

Liquidators are then appointed to take practical control of the winding-up process.

They prepare the opening inventory and balance sheet, take control of company records and assets, complete existing business, collect receivables, realise assets and pay company debts.

The creditor process is mandatory.

Known creditors must be contacted directly, and other creditors are called through three statutory announcements made one week apart.

Known claims cannot simply be ignored because the creditor fails to respond.

Funds may need to be deposited, while disputed and future liabilities must be secured appropriately.

The foreign shareholder comes after the company’s creditors, not before them.

This priority is fundamental.

After company debts have been satisfied and paid-in share amounts are returned, remaining liquidation assets may ultimately be distributed.

However, the general statutory rule prevents distribution until six months have passed after the third creditor announcement unless the competent court authorises earlier distribution because creditor interests are not endangered.

The investor should therefore expect liquidation to take time.

The second major area is employment.

A company cannot disappear while unresolved employment obligations remain.

Foreign investors should calculate:

salary + notice + severance + annual leave + bonus + overtime + SGK liabilities

before estimating the final amount available to shareholders.

Where the whole workplace is permanently closed, Turkish labour law may also require advance notification to the authorities and İŞKUR.

SGK employee exit notifications must generally be made within 10 days.

Foreign employees require separate work-permit closure procedures, with applicable events generally reportable to the Ministry within 15 days.

The third major area is contracts.

Before closing, the company should prepare a complete list of:

leases + suppliers + customers + banks + insurance + licences + utilities + SaaS + vehicles + IP + guarantees.

Each one should have a termination or transfer plan.

The parent company should pay particular attention to guarantees.

Selling or liquidating the Turkish subsidiary does not automatically release a foreign parent guarantee.

The fourth major area is tax.

The Turkish company remains a taxpayer during liquidation.

Under the Corporate Tax Law, liquidation periods replace ordinary accounting periods, beginning with registration of the liquidation decision and ending with registration of the final liquidation completion.

The final liquidation return is generally required within 30 days following completion.

Tax planning is particularly important because the final payment to the shareholder may contain different components.

A simple return of genuine paid-in capital is not necessarily treated in the same way as distribution of:

• retained profits;
• capitalised historical profits;
• inflation adjustment accounts;
• or liquidation profit.

GİB guidance expressly distinguishes genuine capital repayment from amounts representing previous profits or other taxable equity items.

The final balance sheet should therefore be analysed account by account before money is paid to the foreign shareholder.

The shareholder’s applicable Double Taxation Treaty should also be considered where the distribution contains taxable profit elements.

The fifth area is investor repatriation.

Turkey’s Foreign Direct Investment Law expressly allows foreign investors to transfer abroad the proceeds arising from the sale or liquidation of an investment.

The money is therefore not generally trapped in Turkey.

However, the Turkish bank should be provided with a coherent documentary chain showing:

investment → liquidation → taxes → shareholder entitlement → final payment.

The sixth area is final corporate housekeeping.

E-TUYS information should be reviewed, regulatory permits surrendered where necessary, bank accounts closed, tax and SGK matters completed, intellectual property transferred, data-retention obligations addressed and books preserved.

Only after liquidation has been completed do the liquidators apply for removal of the company’s trade name from the Trade Registry. Registration and announcement of the deletion complete the corporate termination.

The safest foreign investor exit process can therefore be summarised as:

choose liquidation vs sale → prepare liability audit → approve dissolution → appoint liquidators → register liquidation → prepare opening liquidation balance sheet → notify creditors → collect receivables → terminate employees → close contracts → sell/transfer assets → resolve tax and SGK → retain sufficient reserves → wait statutory creditor period → calculate liquidation surplus → review tax treaty → transfer lawful proceeds abroad → file final tax returns → complete E-TUYS and regulatory closure → preserve books → deregister company.

The central rule is simple:

A foreign investor should never treat an inactive Turkish company as though it has already ceased to exist.

Until final deregistration, the company can still create legal obligations.

Similarly:

The money remaining in the company’s bank account is not automatically the amount that can be transferred to the foreign shareholder.

Employees, suppliers, banks, tax authorities and other creditors must be dealt with first.

Before voting to liquidate, the investor should therefore be able to answer five questions:

Does the company have any value that could be realised through a share sale instead?

Are its assets sufficient to pay every known and reasonably foreseeable liability?

What will employee, tax and contract termination costs be?

How much of the eventual shareholder payment represents genuine capital and how much represents taxable profit?

What documents will be required to transfer the final liquidation proceeds abroad?

When those questions are answered before liquidation begins, closing a foreign-owned company in Turkey can be handled in an orderly and predictable manner.

When they are ignored, the investor can end up with a company that has stopped trading but remains legally alive for years, continues to generate tax and administrative obligations and cannot distribute its remaining cash safely.

For that reason, company liquidation should be managed as an exit transaction, with the same level of legal, tax and financial planning that was applied when the foreign investor originally entered Turkey.

This article reflects Turkish corporate, tax, employment, social security and foreign investment rules and publicly available official guidance as of August 2026. It is intended for general informational purposes only and does not constitute company-specific liquidation, tax, employment, insolvency or investment advice. The appropriate exit route and taxation of liquidation proceeds depend on the company type, balance sheet, shareholder jurisdiction, accumulated profits, pending liabilities, employees, regulatory permits and applicable Double Taxation Treaty.