In short
A company's liquidation by its own decision is not bankruptcy. When the shareholders decide on dissolution, the estate is gathered, the debts are paid, what remains, if there is any, is shared, and the record is struck off the register. Bankruptcy is a separate route tied to the court's bankruptcy decision. The words "in liquidation" in the trade name do not mean a bankruptcy administration was set up.
The dissolution decision and liquidation are not the same step
Liquidation is the closing of the estate after one of the grounds of the company's dissolution has occurred. The shareholders may decide on dissolution at the general meeting. The term running out, the purpose being achieved, or its achievement becoming impossible also stand among the grounds of dissolution the statute lists. Which ground occurred is read from the text of the decision and from the register entry. While there is no decision, it is not said that the company "closed in fact".
The decision is also read as to the organ's authority and the meeting quorum. An unauthorised signature or an incomplete call may lead the register to send the act back. A copy of the decision is set side by side with the notice in the trade-register gazette. If the liquidator written in the notice and the person named in the decision are not the same, the file is not yet treated as closed.
What the liquidator does
The liquidator, representing the company, collects the claims, pays the debts, and distributes what remains. The words "in liquidation" are added to the trade name. These words show third persons that the company's ordinary period of business has ended and that the acts are directed at closing. Opening a new commercial adventure is not the purpose of liquidation.
At least these documents are looked for in the liquidator's hand: the dissolution decision, the decision on appointment of the liquidator, the petition given to the registry directorate, the gazette notice, and a copy of the announcement to creditors if there is one. The books, the bank accounts, and the continuing contracts are also part of the inventory. A missing book does not mean the debt is absent. A creditor may apply with their own document.
How many times the announcement will be made, and the period given to the creditor, are read from the current text of the statute and from the notice itself. This article does not freeze a number of days or a number of announcements. If the period written in the notice conflicts with the period in memory, the notice and the text are what count.
Debts and the remaining property
The liquidator first looks at the known creditors and at those who applied to the notice. Distributing what remains to the shareholders before the debt is paid weakens the creditor. If the claim is disputed, the liquidator speaks of setting that item aside and closing the undisputed debts. Setting aside does not mean the claim was accepted. The amount is built in the file according to the invoice, the contract, or the judgment.
If the company has a claim against others, that claim also enters the liquidation estate. Saying to the shareholders "the company has no money left" before it is collected does not show that the claim has fallen. For creditor companies, a separate track is in the article on a claim against a company in liquidation. This article does not repeat the steps of that collection. The question here is whether liquidation will be treated as bankruptcy.
What remains is distributed in the order shown in the articles of association or in the statute. The assumption that the shares are equal is not true by itself in every joint-stock and limited company. If the articles of association provided a different distribution, that text is read.
Bankruptcy is a separate route
Bankruptcy is a collective liquidation regime opened by the court's decision. The bankruptcy administration is not an organ that stands in for the liquidator. If the two files appear at the same time, which decision was entered on the register is read from the record. How bankruptcy is opened is in the article on the bankruptcy action. This article does not build the condition of bankruptcy or the order of distribution.
While the company is in liquidation, the creditor may also ask for bankruptcy separately. That the liquidator is working does not drop the bankruptcy request by itself. The reverse is also true: when the bankruptcy decision becomes final, the authority over the estate shifts to the bankruptcy regime. Which organ will write to the bank is understood from the last record on the register and from the court decision. If the organs are mixed, the payment may go to the wrong account.
Striking off the register
When the debts close and what remains is distributed, the closing is entered on the register and the company's legal personality ends. Striking off is not treated as a bankruptcy decision having been given. For property or a debt that appears after the striking off, the additional liquidation the statute provides may be spoken. Additional liquidation does not open automatically on every forgotten invoice. That the property or the debt was learned after the striking off is shown with documents.
Opening a new ordinary proceedings against a company struck off the register rests on the assumption that the addressee is still a legal person. If the addressee was struck off, the proceedings may go to the wrong person. The gazette and the register entry are read first.
What is looked at in the file
The dissolution and liquidation notices of a company whose centre is in Ankara appear on the Ankara trade register. If the centre is in another province, the register is in that province. The office being in Çankaya does not change the company's registry directorate. An Ankara lawyer builds the file according to the company's centre.
In practice the following order is followed. First it is looked at the register entry whether the words "in liquidation" are in the trade name. Then the date of the dissolution decision is compared with the decision by which the liquidator was appointed. Then the notice of the announcement to creditors and the company's list of known debts are looked for. If there is also a bankruptcy decision, the two regimes are not melted in the same petition. Which organ is competent is read from the record.
If the creditor is a firm, it directs its request to the liquidator and, if needed, to the address appearing on the register. An oral answer of "the company closed" does not stand in for the register entry. The written application, the invoice, and a copy of the contract stay in the file.
The creditor, when applying, presents the invoice, the contract, and the notice written earlier, together. If the liquidator sends these papers back as "the company was dissolved", the answer is asked in writing. A written refusal shows whether the claim was treated as disputed or as not existing at all. On a disputed claim, the liquidator may speak of setting that amount aside and closing the other debts. Setting aside is not acceptance of the claim. The amount is still built from the document. If a distribution to the shareholders is made before this item closes, the creditor asks for the register entry and the distribution decision together.
Conclusion
Voluntary liquidation is not a bankruptcy decision. The liquidator closes the estate. The bankruptcy administration is a separate court arrangement. The number of announcements and the waiting period are not frozen in this article. The frame is on the commercial law page. The basis is the text of the Turkish Commercial Code No. 6102.