Step by step
Shareholders' resolution to dissolve the company and appoint one or more liquidators.
Registration of the liquidation in the trade registry; the company's name gets the addition "in liquidation" (tasfiye halinde).
Opening balance sheet and inventory prepared by the liquidator.
Creditor call: announcements in the Trade Registry Gazette and on the company's website, inviting creditors to register their claims.
Settling affairs: collecting receivables, selling assets, paying debts, terminating employees, contracts and leases.
Waiting period: assets can be distributed to shareholders only after the legal period following the last creditor announcement (generally one year; can be shortened in certain cases).
Final general assembly approving the closing balance sheet.
Deregistration from the trade registry, tax office and social security.
Tax during liquidation
| Item | Treatment |
|---|---|
| Liquidation periods | Tax returns are filed for each liquidation period instead of normal years |
| Final return | Filed after the liquidation ends |
| Distribution to shareholders | Liquidation surplus paid to non-resident shareholders can be subject to dividend withholding tax |
| VAT, withholding, payroll returns | Continue monthly until the related activity stops |
| Unused tax losses | Can be used against liquidation profits; lost after closure |
Closing a branch
A branch of a foreign company is closed by a parent company decision, registration of the closure, settlement of the branch's debts, final tax returns and deregistration. There is no share distribution, but branch profits sent abroad are subject to withholding tax.
Alternatives to liquidation
Selling the shares to another investor.
Merging the company into another group company.
Keeping a dormant company — filings still continue monthly.
Planning an exit?
Our Legal and Accounting teams run the full liquidation, from the shareholders' resolution to deregistration.
This page provides general information and is not legal or tax advice. Every situation is different; talk to us before you act.