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Ceasing Commercial Activities versus Liquidation
of Legal Entities
*
Att. Leyla Orak Celikboya
Introduction
Bankruptcy and Enforcement Code No. 2004
1
(“BEC”) regulates
certain obligations for merchants who are ceasing to continue their
commercial activities. Pursuant to Art. 44 BEC, a merchant ceasing
commercial activities must notify the commercial registry to which
such merchant is registered, declare all of its properties, debts, and the
names and addresses of its creditors, as a declaration of property. This
provision aims to minimize damages that may be suffered by the cred-
itors due to the malicious actions of the debtor merchants
2
. In fact,
merchants may be subject to bankruptcy proceedings, both pursuant to
the BEC and Turkish Commercial Code No. 6102
3
(“TCC”); however
merchants may intend to avoid any such proceedings of creditors
through ceasing their commercial activities.
The BEC regulates the obligations of merchants ceasing com-
merce and sanctions in the event of their violation. However, this
framework as established under the BEC must be assessed carefully
for legal entity merchants, especially the commercial companies regu-
lated under the TCC that have detailed and specific liquidation proce-
50
NEWSLETTER 2015
*
Article of July 2015
1
Published in the Official Gazette dated 19 June 1932 and No. 2128.
2
Government Justification of Law No. 538: see.
Necip Bilge-Burha Gürdoğan
,
Son değişiklik-
lere göre gerekçeli İcra ve İflas Kanunu
, Ankara, 1965, page 41, cited from
Baki Kuru
,
Ticareti
Terk Eden Tacirlerin Tabi Bulunduğu Hükümler
, AUHFD, 1970,
http://auhf.ankara.edu.tr/dergiler/auhfd-arsiv/AUHF-1970-27-01-02/AUHF-1970-27-01-02-Kuru.pdf (accessed on
22.07.2015), footnote. 2.
3
Published in the Official Gazette dated 14 February 2011 and No. 27846. Art. 18/1 of the TCC,
Art. 43 of the BEC.