Liquidators, appointed upon entering liquidation in capital companies, plan the company's liquidation process upon taking office. This is typically done by conducting valuations of the company's assets. They then prepare a report summarizing the situation, along with an inventory and balance sheet showing the company's financial situation, and submit it to the general assembly for approval.
An issue that is often overlooked during the start and completion of the liquidation process is that the industrial rights belonging to the company, which are not among the company's assets, are not completed.
Since the subject I will focus on is tangible and intangible assets, let's see what is tracked in which account in the table below.
| Code | Account name |
| 250 | Land and Plots |
| 251 | Underground and Aboveground Systems |
| 252 | Buildings |
| 253 | Facilities, Machinery and Devices |
| 254 | Vehicles |
| 255 | Fixed Assets |
| 256 | Other Tangible Fixed Assets |
| 260 | Rights |
| 267 | Other Intangible Assets |
| Lands | Land registry |
| Underground and Aboveground Systems | Articles written in the articles of association |
| Buildings | Land registry |
| Facility Machinery and Devices | In company balance sheets |
| Vehicles | Traffic Record |
| Fixed Assets | In the company inventory ledger and balance sheets |
| Rights | Very rarely on balance sheets |
As I mentioned in the tables and explanations, the company's assets and assets are considered during the liquidation process because they appear on the balance sheet. However, while industrial property rights are officially registered in the company's name, in many companies they are not visible on the balance sheet. Rights not appearing on the balance sheet often escape the liquidator's attention.
Returning to the beginning of the question, invoices for expenses related to industrial property rights are considered expenses in the relevant period and are therefore directly transferred to expenses. Because these expenses are low-cost, financial advisors generally consider them expenses.
Trademark, patent and design domain transactions related to industrial property rights are matters that must be in the company's assets as long as the company continues to exist.
The Turkish Patent and Trademark Office is the institution where rights such as trademarks, patents, and designs are registered. Applications filed there are registered in the company's name. Similarly, if trademarks are registered abroad, they are protected in the relevant countries. Because these rights are registered for a small fee, they are generally included in the company's expenses. However, selling or transferring trademark and patent rights can generate significant income.
It's particularly important to emphasize one point: If a company changes its address, title, merger, division, or type while operating, it must make these changes and have them recorded in its registry, both in Turkey and in the relevant countries.
Domain names with the extension .com.tr are registered by Middle East Technical University in Türkiye. They become a part of the company's rights. Domain registration fees are small, and rather than being recorded as expenses, these expenses should be tracked in the rights account and renewed when due.
After the liquidation is concluded, especially when products belonging to industrial rights are not included in the liquidation, no further action can be taken after the liquidation is concluded.
You own any trademarks, patents, or domain names registered in your name. However, since there is no signature circular and the company has ceased to exist, no official action can be taken.
Even if you establish a business under a different name and want to trade for the brand you believe belongs to you, your brand and derivatives in the new company will be rejected due to your own brand remaining in the registry of the closed company.
To briefly summarize what needs to be done, according to Article 16 of the Decree Law No. 556, it is legally possible to transfer, in other words, sell, all or part of the goods or services for which the trademark is registered to another person or company.
Once a transfer agreement is executed at a notary, the trademark rights are transferred from the transferor's assets to the transferee's. After the transfer is completed at a notary, the transfer must be recorded in the Turkish Patent and Trademark Office registry.
Based on this information, the transfer of trademarks or other industrial property rights requires a liquidation process. I recommend opening a new account under 260-Rights for each such transaction and tracking these transactions. I also believe it would be appropriate for company managers and owners to inform their financial advisors about such transactions so that they can be recorded in the rights account.
In case of a change in the company's official address, just as it applies to the Social Security Institution and the tax office, the address change for industrial property rights must be made through the relevant attorneys at the Turkish Patent and Trademark Office.
The journal entry for the rights account will be as follows.
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260.01.00001 – “x” Trademark Application – Türkiye 1,000 TL
191.01.00001- VAT Account to be Deducted 180 TL
320.01.00001- Relevant Attorney's Office 1,180 TL
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The bottom line is that your brand, which you have spent years of effort and investment in, may not be transferred during the liquidation process and may remain outside the process.
Erdal Şölen
Financial Affairs Director
erdal.solen@destekpatent.com
