Limited Company Liquidation Closing Procedures

1-) MERSİS Application

2-) Petition

- Must be signed by an authorized person with the company stamp. If signed by proxy, the original or a certified copy of the power of attorney must be attached, and it must include a list of attached documents.

3-) Decision of the General Assembly regarding the completion of the liquidation (notarized - 1 copy) and the attendance list. If a Shareholders' Assembly decision is submitted instead of the General Assembly minutes, an attendance list is not required.

- Procedure for calling a meeting when not all shareholders attend: The General Assembly is called by the managers at least fifteen days before the meeting date (excluding the announcement and meeting days). The company's articles of association may extend this period or shorten it to ten days. The General Assembly must be called via an announcement in the Turkish Trade Registry Gazette and, if necessary, on the company's website. Shareholders listed in the share ledger, as well as those who have previously submitted share certificates or proof of ownership and provided their addresses, must be notified by registered mail with return receipt, including the meeting date, agenda, and the newspapers where the announcement was or will be published.

Accordingly, if not all shareholders attend the meeting, the registration application must include a copy of the Trade Registry Gazette containing the invitation announcement and documents related to the registered mail notification. If the articles of association specify a special procedure for invitations, the relevant documents must also be submitted.

4-) The final balance sheet, signed by the Liquidation Officer.

5-) The Turkish ID numbers of the Shareholders' Assembly members must be stated in the decision or provided as an internet printout.

- If the liquidation balance sheets cannot be approved by the General Assembly (if the General Assembly cannot convene), the Commercial Court of First Instance may request the deletion of the liquidation officer's registry with a finalized decision approving the liquidation balance sheets.

- The final liquidation balance sheet can only be approved by the Shareholders' Assembly at least three months after the third announcement to creditors, as per Article 643 in reference to Article 543 of the Turkish Commercial Code (TCC). If a decision is made regarding the storage of commercial books, the phrase "For books that must be preserved, procedures will be carried out in accordance with Article 82 of the TCC" is sufficient.

- If there is a registered branch, its deregistration must be completed before or simultaneously with the company's deregistration application.

IMPORTANT NOTE

- Companies that entered liquidation after 09.08.2016, unless their articles of association specify a one-year period, and/or unless the announcement invitations specify a period different from three months, must hold a General Assembly meeting and take a final liquidation decision three months after the third announcement date.