In cases where capital companies (such as joint-stock companies, limited liability companies, and cooperatives) or partnerships become unable to sustain their economic activities—namely, when they can no longer meet their financial obligations—the shareholders and managers of the company are legally obliged to initiate and complete the liquidation process in accordance with the procedures established by law. If this obligation is not fulfilled, the company will continue to appear as active in the trade registry and will be officially deemed to be operating. However, if the commercial activity has effectively ceased and the company has been abandoned without undergoing the proper liquidation process, serious legal and criminal consequences may arise.

In such scenarios, if creditors suffer damages, shareholders and managers may be held personally liable. Additionally, criminal liability may arise under the provisions of the Turkish Penal Code (TPC) and the Enforcement and Bankruptcy Law (EBL). In particular, ending commercial activity in violation of the rules set forth in Articles 44 and 337/a of the EBL constitutes the crime of “improperly abandoning commercial activity,” which is punishable by imprisonment from three months to one year.

1. How to Properly Terminate Commercial Activity

Terminating commercial activity does not merely mean ceasing operations in practice. The process must also be legally completed. According to Article 44 of the EBL, a merchant who discontinues business must notify the trade registry office within 15 days and provide detailed information about assets, liabilities, and creditors.

Following this notification, public announcements are made by the trade registry office to inform the creditors. The costs of these announcements are borne by the party ceasing business. A lien is placed on the declared assets for a period of two months. This lien is communicated to the land registry, ship registry, Turkish Patent and Trademark Office, and the Banks Association of Turkey. To protect creditors, no transactions can be made involving these assets during the two-month period. Any transfers to close relatives will not be protected by a claim of good faith.

2. Elements of the Crime of Improperly Abandoning Commercial Activity

For the crime of improper abandonment to occur, the debtor must hold the legal status of a "merchant." In the case of legal entities considered merchants, the managers and partners who effectively exercise this authority may also face criminal liability. Other elements of the offense include the finalization of enforcement proceedings against the debtor and actual harm to the creditor.

If these conditions are met and the debtor engages in one of the alternative actions listed in Article 337/a of the EBL, the crime is considered to have been committed. These alternative actions are:

• Failure to declare assets in accordance with Article 44 of the EBL,
• Declaring fewer assets than actually exist,
• Failure to disclose assets listed in the company’s accounts during seizure or bankruptcy proceedings,
• Disposing of assets declared within two months following the asset declaration.

3. Right to File a Complaint and Time Limits

The right to file a complaint for this offense lies with the creditor who has suffered harm. The prosecution of the offense is subject to a complaint. The time limit for filing a complaint is three months from the date the offense was learned and, in any case, one year from the date of the offense (EBL Art. 347).

Under Article 337/a, the burden is on the debtor to prove that no harm was caused. The creditor is not required to prove actual damage. Thus, a complaint alone suffices to initiate proceedings; financial damage is presumed.

4. Who Can Be Held Liable?

Although the EBL refers to a “merchant,” this concept is not limited to natural persons. According to the Turkish Commercial Code No. 6102, the managers and representatives of general partnerships, limited partnerships, joint-stock companies, limited liability companies, and cooperatives are also considered merchants and can be held accountable.

Accordingly, individuals authorized to act on behalf of a legal entity can be held personally liable if the business is improperly abandoned. Especially company managers, board members, and persons authorized to represent the company may face criminal prosecution.

5. Competent Court for the Offense

Cases related to the crime of improperly abandoning commercial activity fall under the jurisdiction of the enforcement criminal courts. The competent court is the one located where enforcement proceedings were initiated against the debtor. These cases cannot be merged with other criminal cases handled by general criminal courts.

6. Legal Proceedings for Improper Abandonment

Proceedings related to this offense are carried out before the Enforcement Criminal Courts. The complaint petition must be filed directly with this court and must be supported by concrete evidence demonstrating that the crime has been committed. The following procedural rules apply:

• The complainant or their legal representative must be present at the hearing; otherwise, the complaint will be dismissed.
• If the defendant fails to appear in court, the trial may proceed in their absence.
• The court will examine only the offense described in the complaint.
• The offense can be committed only once for the same business.
• If the debt is fully paid or the complainant withdraws the complaint, the case will be dismissed.

7. Proving the Crime of Improper Abandonment

To prove this offense, information and documents are collected from various public institutions. The enforcement office is asked whether enforcement proceedings have become final, and seizure reports are added to the file. The trade registry office and the tax office are queried for the company’s current status, address, and whether closure procedures have been initiated. Additionally, law enforcement may be tasked with investigating whether the business is still operating at its registered address. If the company is found to be active in the records but effectively abandoned, the elements of the offense are deemed to have been met.

The regulations described above aim to preserve the principle of commercial honesty, protect creditors from losses, and ensure that commercial activities are terminated in accordance with the law. Creditors who have claims against business owners who improperly abandon their business may seek redress under criminal law. Therefore, obtaining legal assistance from an expert attorney can help prevent more severe losses.