Liquidation is the process in which the activities of a commercial establishment are terminated and the creditors receive their share of the remaining property and money. The liquidation process ends with the cancelment of the company from the trade registry and the legal personality of the company disappears in this way.
However, sometimes even though the company is liquidated, there may be a debt that arises later or a right that recently learned for the liquidated company after the liquidation. In such cases, for the temporary revival of the company, a “Company Restoration Case” must be filed in the Commercial Court of First Instance, where the company’s headquarters was located before the liquidation.
This lawsuit may be filed by the liquidator of the company or the liquidation board, the last members of the board, the shareholders of the company, any workers who have worked in that company before, and the creditors of the company. In this lawsuit to be filed, the place where the company is registered, as well as the liquidator or the board of the plaintiff company, should be shown as a party in the lawsuit since the Trade Registry Office is the obligatory adversary. However, it should be noted here that, since the relevant Trade Registry Office is the obligatory adversary, litigation expenses and attorney’s fees should not be requested from the Trade Registry Office.
In the Restoration Case, the reasons for the revival must be presented together with the evidence. There may be enforcement proceedings opened before the cancelment. It may also be that the employee will receive wages from the company that has been withdrawn from the registry. However, it may also be a later discovery that the abandoned company has any assets on it. There may also be a lawsuit filed against the company prior to its deregistration. However, if the company is canceled from the trade registry while a lawsuit is pending, the Court must give the plaintiff additional time to file a lawsuit.
If this lawsuit is justified, the company will be revived and the company will be registered in the trade registry again and gain legal personality. One of the most important points to be considered here is that; after the revival, the company can only perform the transactions related to the revival! After the reason for the revival disappears, the company is deleted from the trade registry again. However, in case the tax registration continues and the companies that are still active state that they are active while filing a restoration lawsuit, the revival decision given as a result of the lawsuit will be permanent!
With the temporary article 7 added to the Turkish Commercial Code numbered 6102, which entered into force as of 01/07/2012, a regulation was made regarding the liquidation and cancellation of joint stock and limited companies and cooperatives, which were not liquidated and were not canceled from the trade registry records, although they were not terminated or deemed not terminated. Within the scope of this regulation, in cases where it is understood later that there are any assets on the capital companies and cooperatives that have been abandoned from the trade registry, or the relevant company or cooperative wants to continue their activities, or if the person has a claim from the company or cooperative, within 5 years from the date of deletion from the trade registry; the restoration case must be filled.
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