The concept and civil liability of managing director in limited company

In this thesis, the general concept of a limited company will be focused on initially. The elements, establishment and organs of the limited company will be briefly covered. Then, information related to the concept of managing a director will be given. In detail, the requirements of being a managing director; obtaining the title of managing director; duties, authorities, rights and obligations of the managing director; and resignation process of the managing director will be discussed. By explaining the definition and requirements of legal liability, the legal liability of the limited company managing director and the principles of such liability will be analyzed. The main principles of the limited company managing director's liability, general and special liability concepts, the situations that avoid the liability and finally the action for liability will be explained. In particular, according to the Turkish Commercial Code numbered 6102, the liability of the limited company managing directors is regulated with referral to the joint-stock company articles.Article 644 of TCC which is regulating the provisions to be applied to limited companies is referring to Article 553 of TCC which is regulating the liabilities of joint-stock company's founders, members of the board of directors, managing director and liquidators. Such referral clarifies the conditions for the liability of limited company managing directors are specified under the guidance of articles regarding joint-stock companies. In this thesis, the regulations regarding the limited company managing directors, in particular the referral to the provisions regarding the liability of the members of the board of directors of joint-stock companies, will also be analyzed. In addition, various interpretations in the doctrine regarding the civil liability of the managing director and the concept of managing director will be examined and our perspective on such matters will also be shared.Moreover, a thorough study will be made within the framework of jurisprudence by covering various Turkish Court of Cassation decisions related to our thesis subject. Keywords: Limited Company, Managing Director, Liability, Liability of Managing Director