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MisakLex • Corporate law • Updated: 13 September 2026
One important reason for forming a company is to separate commercial activity from personal assets. Yet this separation does not operate identically for every debt or person. A supplier’s claim, unpaid tax, social security contributions, and a personal suretyship given to a bank are governed by different rules. Without understanding these differences, it is misleading to conclude either that “shareholders can never be pursued for company debt” or that “a manager pays all company debts.”
A liability review begins with three questions: What legal relationship gave rise to the debt, in what capacity did the person act, and what authority or duty did the person have during the period to which the debt belongs? This article covers the main grounds of personal liability in joint-stock and limited liability companies, particularly points to consider after a transfer of management, a share sale, or a payment order.
1. Basic rule: The company’s assets are separate
Joint-stock and limited liability companies have legal personality separate from their shareholders. As a rule, the company itself owes its commercial debts. A shareholder is not required to pay every company invoice from a personal account merely by holding shares. A joint-stock company shareholder’s capital commitment, and a limited liability company shareholder’s capital obligation and any lawful additional payment or ancillary performance duties, must be considered separately. 1, 21,2
The company’s inability to pay likewise does not automatically make every manager personally liable for the debt. The relevant legal conditions for damages liability must be met. The position changes, however, if the person has also become a surety, assumed a debt personally, or falls within a special statutory liability regime. More than one legal ground may apply to the same claim.
For example, an authorized manager who buys goods for the company does not personally owe the purchase price merely because their signature appears on the contract. If they separately provide suretyship in their own name, that undertaking must be examined. The position of the signature, the capacity in which it was made, and the document as a whole matter. Use of a company stamp does not always neutralize a separate personal security undertaking in the document.
2. A limited liability company shareholder’s liability for public debts
Article 35 of Law No. 6183 establishes specific liability for limited liability company shareholders. They may be held liable in proportion to their capital shares for public receivables that cannot be collected from the company in whole or in part, or are found unlikely to be collected. Accordingly, the company’s mere failure to pay on the due date does not necessarily satisfy all conditions for pursuing a shareholder. 3, 43,4
This liability should not be understood as a payment capped at the nominal amount of capital invested. The statute uses the shareholding proportion. In a simplified example, if a relevant public debt of TRY 1,000,000 meets the collection conditions and the share is twenty percent, a calculation based solely on shareholder status may involve TRY 200,000. The actual calculation also requires review of periods, changes in shares, collections, and accessory receivables.
The rule is not confined to shareholder-managers. A limited liability company shareholder without management authority may also fall under Article 35. If the same person is a manager, a different scope of liability may arise through their status as legal representative. Thus, “my share is small, so I can lose no more than my capital” is incomplete for public debts. 3, 43,4
This specific rule for limited liability company shareholders does not apply directly to a person who is solely a shareholder of a joint-stock company. Different consequences may arise, however, if that shareholder is a board member, legal representative, or provider of personal security. A comparison of company forms should consider every role the person will assume, not only share ownership.
3. Why does the legal representative matter for tax debts?
Article 10 of the Tax Procedure Law regulates performance of a legal entity’s tax duties by its legal representatives. Where failure to perform those duties results in tax and associated amounts that cannot be collected in whole or in part from the taxpayer, the representative’s liability may arise. The particular duty, term of office, and non-collection condition must be examined in the case at hand. 55
Repeated Article 35 of Law No. 6183 also regulates legal representatives’ liability for public receivables. The rule applicable to claims under the Tax Procedure Law should be distinguished from that governing other public receivables. It is wrong to apply an explanation of liability from an older text unchanged to all debts. Changes of representative between the period when a debt arose and its payment due date require particular review. 3, 53,5
By its decision of 19 March 2015, E.2014/144, K.2015/29, the Constitutional Court annulled the fifth and sixth paragraphs of repeated Article 35. Consequently, no general conclusion on representatives’ liability for different periods may be based on the annulled provisions. Nor did the judgment remove all legal representatives’ liability for public debt; the applicable provision and concrete conditions still need examination. 66
This distinction matters to a manager newly taking over a company. Earlier tax returns, due dates, notices, and ongoing audits should be known. Rather than simply saying “it is an old debt,” or conversely paying on the assumption “I am now manager, so I owe it all,” the basis of collection and dates of office should be assessed together.
4. Why must social security contributions be addressed separately?
Article 88 of Law No. 5510 contains a specific rule for contributions and other receivables of the Institution. If payment is not made within statutory periods without just cause, relevant senior managers or officers and legal representatives, including company board members, may be liable together with the employer. This regime differs from a limited liability company shareholder’s proportionate liability. 77
In its judgment of 5 April 2016, E.2016/699, K.2016/4881, the 10th Civil Chamber of the Court of Cassation stressed that, for board members’ liability under Law No. 5510, separate authority to represent and bind the company was not required. “I had no signing authority” therefore should not be treated as a complete defense to social security debts in a joint-stock company. The period concerned, the person’s role, and any just cause remain important. 88
Liability alongside the employer under the special social security provision should not be confused with other collection routes conditional on inability to collect from the company. A defense drafted without identifying the person’s capacity and the legal basis of the demand may miss a critical distinction. Contribution payrolls, payment records, and documents marking the start and end of management duties should therefore be retained.
5. Suretyship, guarantees, and avals may create personal risk
A bank or supplier may seek personal security from a shareholder or manager for a company obligation. For the validity of suretyship, the written form, maximum amount, date, and elements that statute requires to be handwritten matter. The general rule on spousal consent has statutory exceptions for commercial situations. It is inaccurate to say that spousal consent is always required, or never required, for every commercial suretyship. 99
A guarantee, suretyship, and aval on a negotiable instrument are distinct legal devices. The document title alone may not be decisive; its content and the risk assumed must be assessed. Particular care is needed to distinguish a signature on behalf of the company from an aval or security given in the individual’s own name. An apparently routine credit attachment can continue to affect a person after their relationship with the company ends. 1, 91,9
Leaving a shareholding or management role does not itself release a suretyship or security. The bank’s or other creditor’s acceptance, the scope of the debt, and the security’s duration terms must be assessed. If a protocol signed by the departing and remaining shareholders does not bind the creditor, the creditor may pursue the former security provider; the protocol may only govern recourse between its parties.
6. When does managerial fault give rise to damages?
Under Article 553 TTK, managers may be liable when they culpably breach duties under statute or the articles of association and cause loss. A loss to the company and unlawful conduct by the manager are different matters. The materialization of a business risk alone should not constitute a basis for damages; how a decision was made, what information was obtained, conflicts of interest, and causation of loss require assessment. 11
For example, transfer of company property to a related person on clearly unfavorable terms, failure to protect the company’s interests, or neglect of statutory duties may give rise to liability. An investment based on reasonable research that fails to produce the expected result is different. Management decisions should not all be judged by the same test merely in hindsight.
Lawful delegation of duties is also relevant, but an internal memorandum alone cannot remove all liability. Nondelegable functions, the procedure for delegation, and care in selecting the person entrusted with a duty require separate review. Board members who record task allocation, objections, and measures in decision records make later assessment more concrete. 11
7. Does leaving the company erase the past?
Share transfer, resignation as manager, and ending board membership are separate acts. Relevant resolutions, notices, and registry procedures must be completed for each. Consistency between the end date of a role and the public record matters. Simply saying “I no longer go to the company” does not establish that the legal relationship and its appearance to third parties have ended.
On a limited liability company share transfer, the transferor and transferee may be jointly liable for pre-transfer public receivables. By contrast, a legal representative’s liability must be assessed under its own regime. Contracts that try to resolve both points in one sentence may mislead. A debt statement, security list, and record of pending matters should be prepared before departure. 3, 43,4
Departure from Türkiye by a foreign shareholder or manager does not eliminate existing liability. Pursuit of a Turkish claim abroad, however, requires separate assessment under procedures in the relevant country and applicable treaties. No uniform collection route or automatic result can be assumed for every country.
8. Which documents should be reviewed when a payment demand arrives?
First identify the document received: a private-law demand notice, an enforcement payment order, a tax assessment notice, and a public-receivable payment order follow different routes. Record the service date and method, and check the electronic service account. Because deadlines and competent courts vary by document, one objection period must not be used for every demand.
Then compare the debt’s period and source with the dates of the person’s shareholding and management, share percentages, representation resolutions, and any personal security. Where collection from the company is a condition of pursuing the person, investigate how that condition was established. Merely disputing the amount may be insufficient without clarifying the capacity in which the authority or creditor holds the person liable.
Regular tax and social security reviews, clear signing rules, a central record of personal security, and a management handover file are useful safeguards. If the company’s finances worsen, obligations concerning capital loss and over-indebtedness should be assessed promptly. Waiting for closure of the company will not resolve every problem on its own. 11
The latest balance sheet alone is insufficient in the handover file for a new manager. They should also see approaching payment deadlines, the tax-return timetable, ongoing tax and social security correspondence, company guarantees, and signed notes. It should be determined from whom documents will be requested if an unknown debt is discovered and how unexplained entries will be examined. Such a file does not automatically remove past liability; it provides the information needed to perform the role with due care.
Naming a family member or trusted employee as a nominal manager is not risk-free for the company owner. The legal consequences of the assumed office may differ from the parties’ private understanding that “you will not be involved in anything.” The company’s existing obligations should be learned before accepting a signing or management role.
Conclusion: Liability depends on capacity and the source of the debt
Protecting personal assets is not a matter of rejecting every company debt or accepting every demand. Shareholding, representation, management, and security relationships must be examined separately. Reviewing the file of debts and powers before becoming a shareholder or manager, or signing a departure document, substantially reduces later uncertainty.
This article is for general information. Actual liability and the available remedy must be determined by considering the debt type and period, service, and the person’s legal capacity together.
Sources
Sources checked on 13 September 2026. Numbers in the text refer to the sources below.
[1] 6102 sayılı Türk Ticaret Kanunu. Relevant corporate-law provisions; legislative text with amendment notes, KS Law Mevzuat Access source
[2] 6102 sayılı Türk Ticaret Kanunu, text adopted by TBMM. For comparison of unchanged provisions; subsequent amendments checked separately Access source
[3] 6183 sayılı Amme Alacaklarının Tahsil Usulü Hakkında Kanun, Article 35 and repeated Article 35. Legislative text with amendment and annulment notes Access source
[4] Revenue Administration. Tahsilat Genel Tebliği, Seri A Sıra No 1, pp. 28–32: limited liability company shareholders. Only the relevant section was used; representative liability was separately checked against the Constitutional Court decision Access source
[5] 213 sayılı Vergi Usul Kanunu, Article 10. Duties of legal representatives; legislative text with amendment notes Access source
[6] Constitutional Court, 19.03.2015, E.2014/144, K.2015/29; Official Gazette 03.04.2015/29315. Annulment of the fifth and sixth paragraphs of repeated Article 35. LEXPERA Official Gazette text Access source
[7] 5510 sayılı Sosyal Sigortalar ve Genel Sağlık Sigortası Kanunu, Article 88. Liability for contributions and other receivables of the Institution Access source
[8] Court of Cassation, 10th Civil Chamber, 05.04.2016, E.2016/699, K.2016/4881. Çalışma ve Toplum judgment text: senior managers’ and board members’ liability for contribution debts Access source
[9] 6098 sayılı Türk Borçlar Kanunu. In particular Articles 26–27, 112, 202, and 581–603. Legislative text with amendment notes Access source