The Constitutional Court Decides to Annul the Provision on the Period for the Revival of Companies Deleted from the Registry without Liquidation

The Constitutional Court’s decision dated 22.06.2023 and numbered 2023/33 E., 2023/117 K. (Decision) has been published in the Official Gazette dated 15.09.2023 and numbered 32310. The Constitutional Court decided to annul certain parts of the provisional article 7 of the Turkish Commercial Code No. 6102 (TCC). 

• 5^th sentence of the 15^th paragraph of the provisional article 7 of the TCC stipulated that "Creditors of the company or cooperative whose registration are deleted from the trade registry and those who have legal interests may apply to the court within five years from the date of deletion based on justified reasons and request the revival of the company or cooperative.” With the Decision, the expression “within five years from the date of deletion” is annulled.
• The relevant rule does not foresee a way for the creditors and those with legal interests to be informed about the liquidation. For this reason, the Constitutional Court pointed out that creditors or those with a legal interest may become aware of the possibility of claiming the receivable or legal interest in question after the expiry of the five-year period; in this case, the remedy may become ineffective.
• In the Decision, it is stated that the period specified for the revival of companies that have been deleted from the registry without being liquidated as per provisional article 7 of the TCC, would lead to loss of rights if it starts from the date of the deletion from the registry, rather than from the date of learning of the interested parties.