Corporate LawLiabilities of Company Managers in Turkey

For any limited liability company operating in Turkey, knowing the Liabilities of Company Managers in Turkey is not just wise but crucial for protecting against potential legal repercussions. The significance of corporate compliance in this scenario is paramount, as it directly impacts the strategic decision-making and operational frameworks of businesses, ensuring they are in line with the country’s legal and regulatory standards.

This article aims to dissect the multifaceted nature of corporate compliance and managerial liabilities in Turkey, covering crucial points such as liability towards private entities, liability for public debts, and the ensuing legal consequences and court procedures.

By providing a comprehensive overview of these areas, the article acts as a guide for managers and stakeholders of limited liability companies to understand their obligations and the potential ramifications of non-compliance. Through this perspective, the overview not only informs business leaders about maintaining compliance but also arms them with the knowledge to effectively navigate the legal landscape, thus reducing risks associated with managerial roles and responsibilities.

Overview of Liabilities of Company Managers in Turkey

General Principles

Company managers in Turkey have the authority to make and execute decisions on all management-related matters, except those assigned to the general assembly by law or the articles of incorporation. When multiple managers are present, they form a board, with one appointed as the chairman. This chairman has the authority to convene and preside over general assembly meetings unless otherwise decided by the general assembly or specified differently in the articles of association. Decisions among managers are typically made by majority vote, with the chairman’s vote being decisive in the event of a tie.

Legal Framework under Turkish Commercial Code

Under the Turkish Commercial Code (TCC), legal entities can be appointed as company managers. These entities then delegate a natural person to perform managerial duties on their behalf. This setup does not necessitate the manager to be a Turkish citizen or resident.

Moreover, the legal entity appointed as manager is liable for its actions with all its assets, akin to an individual manager. In the case of joint responsibility, the differentiated solidarity principle applies, where the extent of each manager’s liability is assessed based on their degree of fault and involvement in the misconduct. This legal framework ensures that managers are held accountable for breaches of duty, with the company, shareholders, and creditors having the right to initiate lawsuits for any resulting damages.

Liability towards Private Entities

In the realm of corporate compliance, the responsibility of company managers towards private entities, especially shareholders and creditors, is clearly outlined under Turkish law. Managers of limited liability companies (LLCs) are held accountable for any breaches of duty that result in financial losses to the company or its stakeholders. This accountability extends to ensuring that all legal and company statute obligations are met flawlessly.

Responsibility to Shareholders

Shareholders can initiate legal actions against managers if their actions, or lack thereof, lead to direct financial harm to the company. The Turkish Commercial Code allows shareholders to seek compensation for losses, which is limited to the recovery of funds directly to the company, ensuring that the financial integrity of the business is preserved.

Responsibility to Creditors

Similarly, one of the Liabilities of Company Managers in Turkey extends to creditors, especially concerning business debts. Managers must ensure that the company’s financial obligations are met, including tax implications. If managers fail to fulfill their tax-related duties, resulting inuncollected taxes, the law mandates that these debts, potentially leading to business insolvency, can be recovered from the managers’ personal assets. This provision is designed to protect creditors by holding managers personally accountable for the financial obligations of the company.

However, managers can be exempted from this liability if they can prove that their failure to meet tax obligations was not due to their own fault. This legal framework underscores the importance of managerial responsibility in safeguarding the interests of both shareholders and creditors, thereby reinforcing the ethical and financial accountability within Turkish corporate structures.

Liability of Company Managers for Public Debts

In Turkey, the legal framework for public debts, particularly tax obligations, is strictly regulated. All taxes are imposed under laws crafted with the involvement of the Turkish Ministry of Finance (MoF) and promulgated by the Turkish Parliament. Managers of limited liability companies must ensure compliance with these tax laws, as they can be held personally responsible for statutory liability and tax implications.uncollected public debts. This includes a wide range of taxes such as corporate income tax (CIT), value-added tax (VAT), withholding tax (WHT), and stamp tax, all of which contribute to the business debts and tax implications managers must navigate.

Tax Obligations of Company Managers in Turkey

Tax Obligations of Company Managers in Turkey

Taxable income is declared quarterly, and corresponding tax payments are due on the 17th day of the second month following each quarter.The final CIT for the fiscal year must be paid by the 30th day of the fourth month following the fiscal year-end. Failure to comply with these obligations can result in the personal assets of the managers being targeted for the recovery of uncollected taxes, especially if the non-compliance is due to the manager’s fault.

Social Security Obligations of Company Managers

Another Liabilities of Company Managers in Turkey is regulated in The Turkish Social Security System, governed by Law No. 5510, mandates contributions from both employers and employees to fund benefits like sick leave, maternity leave, and pensions. These contributions are calculated as a percentage of the employee’s gross earnings and are essential for the financial sustainability of the social security system. In cases of non-compliance or underpayment, managers can again face personal liability for the business debts.deficits in social security contributions, emphasizing the importance of adherence to these financial obligations.

Legal Liabilities of Company Managers

Legal Liabilities of Company Managers

Filing Lawsuits

In Turkey, the initiation of lawsuits concerning the responsibilities of company managers can be filed at the Commercial Court of First Instance located where the company’s headquarters are situated. The process adheres to a simplified trial procedure, ensuring expedited handling of the cases. The legal framework, including legal structures and court procedures, allows the company, shareholders, and creditors to sue for losses directly attributable to managerial misconduct. The court assesses whether the losses were caused by joint or individual actions of the managers, and claims against managers without proven responsibility are dismissed.

Court Decisions and Enforcement

Once a decision is made, the enforcement of local judgments involves applying to the execution office, where the defendant must complywithin seven days from the notification of the payment order. Failure to comply allows the claimant to seek the attachment of the defendant’s assets. Additionally, disputes involving monetary claimsexceeding TRY500,000 or issues like bankruptcy are typically adjudicated by a panel of three judges, ensuring a comprehensive examination of large commercial disputes. The enforcement courts also handle related enforcement proceedings, which are crucial for the practical application of court decisions.


Through the comprehensive exploration of corporate compliance and managerial liabilities within Turkey, we’ve underscored the critical role of adherence to the legal framework for limited liability companies.

The journey through the layers of regulations reveals the potential legal repercussions that await managers who diverge from their compliance responsibilities, especially in relation to private entities and public debts. This discourse not only illuminates the pathway for corporate entities to navigate the complexities of legal obligations but equally serves as a cautionary tale, emphasizing the importance of rigorous compliance to mitigate risks, while highlighting the business advantages of adhering to legal structures. Thus having a proper legal help with a professional corporate lawyer is crucial.

Reflecting on the broader implications, it becomes apparent that the principles and legalities discussed carry significant weight beyond mere regulatory compliance; they are foundational to the integrity and sustainability of business operations in Turkey.

As companies strive to fulfill their legal and ethical mandates, the outlined liabilities and legal frameworks offer a vital reference point for maintaining the balance between growth and legal adherence. This, in turn, safeguards the interests of shareholders, creditors, and the broader economy, reinforcing the ethical fabric of Turkish corporate practice and promoting a culture of accountability and due diligence, thereby underlining the business advantages and formalities essential for success. You may contact us for further inquiries and questions regarding responsbilities.


1. What does liability mean under Turkish law?
Under Turkish law, general tort liability, including tort liabilities, is governed by the Turkish Code of Obligations (TCO). As per Article 49 of the TCO, any individual who unlawfully harms another through fault or negligence must compensate for the damages caused.

2. How is business ownership regulated in Turkey?
In Turkey, there are no overarching restrictions on foreign ownership or control of businesses. Investors, regardless of their nationality or residence, can set up a business in Turkey. Moreover, sector-specific restrictions that might hinder market access are prohibited under World Trade Organization (WTO) regulations.

3. What are the common types of business entities in Turkey?
The most prevalent forms of business entities in Turkey are limited liability companies (LLCs), joint stock companies (JSCs), and sole proprietorships. Due to the complexity and the time required for business formation, it is advisable to consult legal or professional experts, especially when considering establishing a limited liability company.

4. Is it possible for a foreigner to start a business in Turkey?
Yes, foreigners have the same rights as local citizens to establish and manage businesses in Turkey, as governed by the Turkish Commercial Code. This code covers various aspects such as company establishment, management, and corporate restructuring processes like mergers and demergers, offering a comprehensive guide on business formation and structures.