SERMAYE ŞİRKETLERİNDE KAPANIŞ İŞLEMLERİ

CLOSING PROCEDURES IN JOINT STOCK COMPANIES

What is Liquidation?

In the context of business, liquidation refers to the process of closing the company's accounts, settling debts by distributing the respective shares from the remaining assets to creditors, and cutting off relationships in order to terminate the operations of an organization. During this process, the company's assets can be sold or distributed. Additionally, steps such as terminating the employment of the company's personnel and ending business operations can be taken. This process in business ensures the official closure of the organization and fulfills legal responsibilities related to the termination of operations.

When Does the Liquidation Process Begin and How to Enter?

• Joint stock companies establish the start of liquidation by appointing a liquidator (the person responsible during the liquidation period) from among or outside the shareholders through a board of shareholders' resolution and registering it with the Trade Registry Offices.
• The liquidation of the company begins as of the registration date published in the Trade Registry Gazette.
• After these registration procedures, notifications must be made to relevant institutions such as the Tax Office and the Social Security Institution within 1 month at the latest.

What Should Be Done During the Liquidation Process?

• During the liquidation process, it is necessary to convert the company's assets into cash (inventory, fixed assets, real estate, etc.), collect the company's receivables, and pay off the company's debts.
• The company's assets must be completely converted into cash and the company's commercial activities must be completed as soon as possible.
• After these transactions are completed, the remaining amounts are paid to the shareholders according to their shares.
• The liquidation process must last at least 6 months according to the law.
• It should be noted that all financial liabilities continue during the liquidation process. Declarations and notifications that must be submitted to the Tax Office and other institutions should be made.
• Upon the approval of all these notifications, the company's entry into liquidation is published in the Trade Registry Gazette.
• With the publication of the liquidation entry in the Trade Registry Gazette, the company's shareholders continue their operations for a minimum of 6 months. During this period, the company only continues its existence for the purpose of liquidation.

What Should Be Done When the Liquidation Process is Completed?

• When the liquidation process is completed, you should apply to the Trade Registry Office to carry out the closing registration procedures.
• After the registration procedures, all responsible official institutions and third parties should be informed along with the Trade Registry Gazette.

Important Considerations Regarding Closing Procedures in Joint Stock Companies

• Taxes

Closing your company does not mean that you will no longer have to pay taxes. After the completion of the closing procedures in joint stock companies, you will not be subject to taxation for the periods following the closing date. However, declarations for the tax periods in which your company remained active will be prepared in the declaration period after the closure of your company, and you will have payments related to these declarations.

• VAT: For the last month in which your company is in liquidation, your VAT declaration will be prepared in the following month. Therefore, even if you have closed your company, you will have to make VAT payments for the one-month period and Stamp Duty related to it. The Stamp Duty for the VAT Declaration is 194.60 TL for the year 2023. For example, if you closed your company in June, your VAT declaration for June will be prepared in July, and you will have to pay 194.60 TL Stamp Duty even if you do not have any VAT payment.
• Corporate Tax: Your Corporate Tax declaration, which will be submitted within one month after the completion of the liquidation process of your company, will be prepared, and you will have to pay Stamp Duty for this declaration. The Stamp Duty for the Corporate Tax Declaration is 393.90 TL for the year 2023.


• Social Security Premiums

One of the important points to consider during the closing procedures in joint stock companies is social security premiums. You must pay the Bağ-Kur premium debt in your name for the month in which your company is closed, and if you have employees, you must pay the Social Security Premiums declared to you by your financial advisor for your employee.

• e-Transformation Applications

If you have applied for e-transformation applications such as e-invoice/e-archive/e-SMM during the period in which your company remained active, the e-transformation applications should be cancelled during the company closure process. Relevant procedures for Taxpayers who want to close their company are sent via email. You can also cancel the e-transformation applications by following the instructions in the email.

Contact and More Information

You can review our other articles on the Blog Homepage. Additionally, you can visit our website to learn more about the closing procedures of joint stock companies or to resolve any questions you may have regarding other topics. We are also pleased to offer live support, communication via email, or reaching out to us by phone on our website.