Company Revival and Supplementary Liquidation

If a necessary transaction remains outstanding after liquidation has closed, re-registration of the company for supplementary liquidation may be sought under TTK Art. 547. The reason for deregistration and the unfinished transaction determine the application route.

If a Transaction Concerning a Deregistered Company Remains Outstanding

You may discover that a company has been removed from the trade registry while pursuing enforcement against it or when finding an immovable property registered in its name. A closed registry record does not mean that a receivable or immovable property has automatically ceased to exist. The first step is to determine why and when the company was deregistered and identify the unfinished transaction. An application for supplementary liquidation depends on specifying that outstanding transaction.

If additional transactions remain necessary despite liquidation having closed, re-registration may be considered under Article 547 of the Turkish Commercial Code. The last liquidators, board members, shareholders or creditors may apply to the commercial court of first instance at the company's registered office. The applicant's capacity and its connection with the outstanding transaction must be documented.

Revival Does Not Always Involve the Same Proceedings

Deregistration following liquidation, removal under a special transitional provision, and termination through merger or full division do not rest on the same legal grounds. Even when described as ‘revival’, the defendants, conditions to be examined and relief sought may differ. Copying the parties section from an old example may fail to bring the necessary parties before the court for the particular company.

Supplementary liquidation does not aim to return the company generally to ordinary commercial activity. The transaction or dispute for which re-registration is sought must be explained. If the court considers it necessary, it appoints the former liquidator or new persons to carry out supplementary liquidation; registration and publication of the decision in the trade registry are monitored. Registry procedures following completion of the additional transactions also form part of the file.

Documents for the Initial Review

The trade registry file, deregistration and liquidation notices, final liquidation resolutions, any liquidator details and records showing the unfinished transaction are required. If litigation or enforcement proceedings are ongoing, the court's interim order, file number and any deadline set for bringing the necessary parties into the proceedings should also be provided. Where immovable property, a bank account or a receivable is involved, current relevant records and the underlying agreement should also be prepared.

For a creditor, submitting an invoice alone does not always provide an adequate explanation; the connection of the debt with the company and the need for supplementary liquidation must be established. A shareholder should likewise not attempt to acquire company property directly in their own name. Identifying the asset, company debts, liquidation expenses and entitlement are examined separately.

Before Applying

Prepare the deregistration notice together with the document showing the unfinished transaction. Based on these records, the scope and fee for the necessary application are set out in writing before work begins.