2016.ANA METIN ingilizce.01

636 et seq. and, especially, Art. 643 for limited liability companies (the

latter referring to the provisions governing the liquidation of joint

stock companies), provide for such framework

The aforesaid provisions regulate the duties and obligations of liq-

uidators, the protection of property, assets, and especially, the credi-

tors, protection measures, preparation of balance sheets, and liquida-

tion of assets, in detail. Special emphasis should be placed on certain

provisions governing the liquidation of joint stock companies, which

shall apply by analogy to limited liability companies by reference

under Art. 643:

• A general assembly resolution is necessary for the liquidator(s)

to sell a material lump sum asset (Art. 538/2).

• Liquidators shall prepare an initial balance sheet following their

appointment, and submit it for the approval of the general

assembly (Art. 540).

• Invitations shall be issued to creditors three times in three con-

secutive weeks in order that they may declare their receivables

from the company (Art. 541).

• The assets may not be liquidated until the lapse of a one-year

period from the date of the final invitation issued to the credi-

tors. Only if it is clear that no harm or risk exists on the receiv-

ables of the creditors may the courts authorize liquidation prior

to the lapse of this one-year period (Art. 543/2).

• Upon the completion of the liquidation procedure, the trade

name of the company shall be deleted from the commercial reg-

istry (Art. 545).

In light of these provisions, the TCC enacts mechanisms to assist

the creditors from incurring damages as a result of malicious actions of

legal entities in the liquidation process that are ceasing their commer-

cial activities. For example, three invitations are issued to creditors,

COMMERCIAL LAW

Please see previous newsletter articles governing the liquidation of joint stock companies:

Dissolution And Liquidation Of Joint Stock Companies,

cles/dissolution-and-liquidation-of-joint-stock-companies/;

Nilay Celebi

, Duties, Obligations

and Liabilities of Liquidators

liabilities-of-liquidators/ (accessed on 22.07.2015).