The Turkish Commercial Code numbered 6102 ("TCC") allows companies to exit liquidation processes which they have entered voluntarily through a general assembly resolution or as a result of the expiry of term stipulated in the articles of association. Exiting voluntary liquidation provides shareholders with the opportunity to reassess their decision regarding the initiation of voluntary liquidation procedures and ensure the continuity of the company.
How to Take the Resolution for Revocation of Voluntary Liquidation?
Company shareholders' are authorized to resolve whether the company enters, finalizes or exits a liquidation process through a shareholders resolution. Accordingly, the shareholders may resolve to exit the voluntary liquidation process through a general assembly decision.
The resolution for exiting the voluntary liquidation must be adopted by the votes representing at least sixty percent of the capital. The ratio can be increased or additional measures can be determined by the articles of association.
Until What Stage Can a Company Exit Voluntary Liquidation?
The general assembly may resolve to exit the voluntary liquidation process at any time during the liquidation as long as shareholders have not distributed dividend or liquidated assets to the shareholders during the liquidation process.
Registration of the Resolution for Exiting Liquidation
The resolution regarding exiting the voluntary liquidation process must be registered with the trade registry and announced at the Turkish Trade Registry Gazette. The resolution to exit liquidation shall take effect once it is registered with the relevant trade registry.
Impact of Exiting Voluntary Liquidation
The phrase “In Liquidation” shall be removed from the commercial title of the company and the company will retain its previous commercial title. The liquidation officers will be removed from duty and the company will be able to continue in the normal course of business through representation by managers or board members.
Conclusion
Exiting voluntary liquidation is regulated in the TCC to ensure continuity of companies whose shareholders have decided not to continue with the liquidation process. Exiting voluntary liquidation can be ensured with a general assembly decision of shareholders before a dividend or asset distribution is realized.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
