Liquidators may be removed from office by the general assembly at any time and new ones appointed in their place. Where the liquidator has been appointed by the court, however, removal and the new appointment must as a rule also be made by the court. Removal, resignation and death each start along a different path; all three converge in the steps of appointing the new liquidator, the signature declaration, registration and announcement through the central registry system and updating the records held by institutions. On any change, the liquidation must not be left without a representative, and the requirement in Article 536/4 of the Turkish Commercial Code that a liquidator be a citizen of Turkey and resident in Turkey must be preserved.
How does the process work on a change of liquidator?
In which cases does the liquidator change?
Removal
The general assembly may remove the liquidator at any time and appoint a new one. For a court-appointed liquidator the competent authority is the court.
Resignation
Begins with service of the written resignation on the company. The general assembly records the resignation and appoints the new liquidator.
Death
The death certificate or an extract from the civil registry is added to the file; the general assembly appoints the new liquidator.
| Criterion | Removal | Resignation | Death |
|---|---|---|---|
| Who starts the process | General assembly decision | Written resignation of the liquidator | The death |
| Core document | General assembly decision | Resignation letter and proof of service | Death certificate or civil registry extract |
| Deciding authority | General assembly; the court for a court-appointed liquidator | General assembly; the Commercial Court of First Instance where it cannot meet | General assembly |
| Critical point | Clearly setting the form of representation of the new liquidator | Service of the resignation in due form | The liquidation must not be left without a representative |
| Common steps | Signature declaration · registration and announcement through the central registry system · updating bank, tax office, social security, registered electronic mail and electronic notification records | ||
What formalities are carried out on a change of liquidator?
- A general assembly decision is prepared on the removal of the existing liquidator and the appointment of the new liquidator.
- The form of representation of the new liquidator is clearly set out.
- Where the new liquidator is appointed from outside the company, a declaration of acceptance of office is obtained.
- A signature declaration is drawn up under the company trade name bearing the words “In Liquidation”.
- The registry application is prepared and the change is registered and announced.
- Records held by banks, the tax office, the social security institution, the registered electronic mail and electronic notification systems and other institutions are updated.
What is done if the liquidator resigns?
The written resignation of the liquidator is served on the company. The general assembly then meets and takes a decision recording the resignation and appointing the new liquidator.
- The resignation is prepared in writing and served on the company.
- The general assembly meets and records the resignation.
- At the same meeting the new liquidator is appointed and the form of representation is set.
- A signature declaration is drawn up and the change is registered and announced through the central registry system.
- Institution and bank records are updated.
Where the general assembly of the company cannot meet or the shareholders cannot be reached, an application to the Commercial Court of First Instance may be needed for registration of the resignation and appointment of a new liquidator.
How is a deceased liquidator dealt with?
The death certificate or an extract from the civil registry is added to the file and a new liquidator is appointed by the general assembly. Two matters must be preserved during this process:
- The liquidation must not be left without a representative
- The requirement in Article 536/4 of the Turkish Commercial Code that the liquidator be a citizen of Turkey and resident in Turkey must be met
- The death certificate or civil registry extract is obtained and added to the file.
- The general assembly meets and appoints the new liquidator.
- The form of representation is set and, on an external appointment, a declaration of acceptance of office is obtained.
- A signature declaration is drawn up and registration and announcement are carried out through the central registry system.
- Bank, tax office, social security, registered electronic mail and electronic notification records are updated.
Frequently asked questions
Can the general assembly remove the liquidator at any time?
Yes. Liquidators may be removed from office by the general assembly at any time and new liquidators appointed in their place.
Can a court-appointed liquidator be changed by a general assembly decision?
As a rule, no. Where the liquidator has been appointed by the court, removal and the new appointment must also be made by the court.
Can a liquidator be appointed from outside the company?
Yes. In that case a declaration of acceptance of office must be obtained from the person appointed, and the form of representation must be clearly set out in the decision.
Under which trade name is the signature declaration drawn up?
It is drawn up under the company trade name bearing the words “In Liquidation”.
How is a resignation registered if the general assembly cannot meet?
Where the general assembly of the company cannot meet or the shareholders cannot be reached, an application to the Commercial Court of First Instance may be needed for registration of the resignation and appointment of a new liquidator.
Which document is required on the death of a liquidator?
The death certificate or an extract from the civil registry is added to the file; the general assembly then appoints the new liquidator.
Must the liquidator be a citizen of Turkey?
Under Article 536/4 of the Turkish Commercial Code, at least one of the liquidators must be a citizen of Turkey and resident in Turkey. This requirement must be preserved on a change of liquidator.
Which institutional records are updated after the change?
The authorised signatory details are updated in the institutions and electronic systems in which the company is registered, principally banks, the tax office, the social security institution, the registered electronic mail and electronic notification systems.
For questions on this subject you may contact us.
