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the commercial court of first instance located at the registered office of
the company, to re-register the company until the additional liquidation
proceedings are completed. Thus, it is possible to request the registra-
tion of the company anew even it was deleted from the register if addi-
tional measures are necessary even after the completion of the liquida-
tion. The justification of the article states that certain situations, such
as some of the assets not being taken into account during the liquida-
tion, violation of certain the legal requirements during the distribution
of the assets filing a lawsuit for liability against the organs of the com-
pany may be considered as situations which necessitate an additional
liquidation. The justification of the article also stipulates three condi-
tions for additional liquidation: the request of re-registration shall be
based on a justified interest to be protected, the re-registration should
be the only way to resolve the problem and a lawsuit should be filed in
order to cancel the decision to delete the registration provided that
existence of a receivable or asset of the company is sufficiently proven
by documents.
Pursuant to Article 547/2, in case the court deems the request
appropriate, it will rule on re-registration of the company, it will
appoint the last liquidators or one or more other persons as liquidators
and procures the registration and announcement.
Revocation of Liquidation
Another concept introduced by the New TCC is the revocation of
liquidation, which is regulated under Article 548 of the New TCC.
With this possibility of revocation of liquidation which will be exer-
cised by a GA resolution, the company will no longer be in liquidation
process and will transform back to being a company having the pur-
pose of obtaining profit. The GA may resolve on the continuation of
the company, as long as the process of distribution of assets did not
commence, in the event the company is dissolved due to the lapse of
the term stipulated for the company expired or by a GA resolution.
This resolution must be adopted by the votes representing at least sixty
percent of the capital. However, this quorum may be increased or other
measures may be stipulated under the articles of association. The res-
olution for revocation of liquidation shall be registered and announced
by the liquidator.
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NEWSLETTER 2012