Liability of directors and partners in limited liability companies arising from public debts of the company

In accordance with the principle of limited liability, which is valid in capital companies in the Turkish legal system, the liability of the partners is limited to the amount of capital they have committed to the company as a rule. Legal representatives do not have any direct liability towards the creditors of the company. Limited liability companies, are basically based on the principle of limited liability as a capital company. However, since the collection of public revenues has a special importance at the point of meeting public needs, exceptions to the general rule have been made in terms of public receivables. The regulations on the subject are basically included in the Law on the Collection of Public Claims No. 6183 (AATUHK) art. 35, art. 35 bis, and 213 of the Tax Procedure Law (VUK) art.10 provisions. Based on the aforementioned provisions, it is possible to apply to the personal assets of the directors and partners of the company due to the public debts that cannot be collected partially or completely from the assets of the limited company. At this point, while the partners are held responsible for the said public receivables only in proportion to their capital shares (art. 35 bis), the responsibility of the manager is equal to the entire debt (Law No. 6183 Repeated article 35). The scope of this study is the responsibility arising from public debts of directors and partners in limited liability companies. In this context, the subject of study will be examined within the framework of AATUHK art. 35, art. 35 bis, VUK art.10 and SSGSSK art. 88 provisions.