The Liability of Shareholders in a Limited Company under the Turkish Commercial Code

30 June 2026

I. Introduction

Limited companies constitute one of the most common types of company under Turkish commercial law and are a preferred form of organisation for both small-scale businesses and corporate structures. The key factor behind this preference is the guarantee of limited liability afforded to shareholders of limited companies under the Turkish Commercial Code No. 6102 (“TCC”). Pursuant to Article 573(2) of the TCC, shareholders cannot be held personally liable for the company’s debts; their obligations are limited to paying the share of the authorised capital they have undertaken to contribute and fulfilling any additional payment and ancillary obligations specified in the articles of association.

However, this principle is not absolute. In the field of private law, the obligation to make additional payments provided for in the Turkish Commercial Code; and in the field of public law, the obligations arising from Law No. 6183 on the Procedures for the Collection of Public Debts, constitute exceptions to limited liability.

II. Shareholders’ Liability from the Perspective of Commercial Law

1. The Principle of Limited Liability

The fundamental structure of limited companies is based on a framework that excludes shareholders’ personal liability for the company’s debts. Article 573(2) of the Turkish Commercial Code (TCC) explicitly sets out this principle; it limits the liability of shareholders to the amount of their subscribed share capital and any additional obligations set out in the articles of association. The corporate counterpart to this provision is set out in Article 602 of the TCC: the company is liable for its debts and obligations solely with its own assets.

When these two provisions are considered together, it follows that a partner cannot be held directly liable to the company’s creditors. The company’s legal personality acts as a protective shield between creditors and partners; this constitutes one of the key legal advantages for entrepreneurs who opt for a limited company.

2. Obligation to Make Additional Payments

The first exception to the principle of limited liability in private law is the obligation to make additional payments, as provided for in Article 603 of the Turkish Commercial Code. This obligation takes effect only if expressly provided for in the articles of association and solely in specific circumstances: these include situations where the company’s share capital and statutory reserves are insufficient to cover the loss, where the company’s operations cannot be continued without additional funds, or where circumstances defined in the articles of association that give rise to a need for equity capital occur. The commencement of insolvency proceedings automatically renders the additional payment obligation due and payable.

The obligation to make additional payments is strictly individual in nature; each partner is liable only for the amount attributable to their own share, and this amount may not exceed twice the nominal value of their share in the authorised capital. On the other hand, should the company be driven into insolvency within two years of the registration of a partner’s withdrawal from the company, the former partner may also be required to fulfil this obligation (Turkish Commercial Code, Article 604(1)). In this way, the legislator has prevented partners from evading their obligations by withdrawing from the company.

3. Obligations to Provide Ancillary Consideration

Pursuant to Article 606 of the Turkish Commercial Code, the articles of association may provide for obligations to provide ancillary consideration that serve to facilitate the company’s business activities. The subject matter, scope, conditions and other material elements of these obligations must be clearly specified in the articles of association. It is provided that obligations to make cash or in-kind contributions intended to meet equity capital requirements shall be assessed under the provisions governing additional payments if they lack an appropriate consideration in the articles of association (Article 606(3)).

Provisions relating to both additional payments and ancillary obligations may only be added to the articles of association at a later date, or existing obligations may only be made more onerous, with the consent of all the partners concerned (Turkish Commercial Code, Article 607). This provision is intended to ensure that the rights of the partners are not infringed without their individual consent.

III. Shareholders’ Liability for Public Debts

1. Direct Liability under Law No. 6183

The most significant exception to the principle of limited liability is set out in Article 35 of Law No. 6183. Pursuant to this article, public debts which cannot be recovered in full or in part from the assets of a limited company, or which are deemed uncollectible, are recovered directly from the partners’ personal assets in proportion to their capital shares.

This provision clearly distinguishes a limited company from a public limited company. Whilst in public limited companies, shareholders who do not sit on the board of directors and have no power of representation are not held liable for public debts, shareholders in a limited company bear proportional liability for public debts, even in their capacity as shareholders alone, without necessarily being members of the management body. The scope of liability is directly linked to the shareholder’s proportion of the share capital; whilst it is, in this respect, entirely personal, it is not of an unlimited nature. In practice, public claims must first be recovered from the company, and only if they cannot be recovered from the company may recourse be had to the shareholders; this highlights the secondary (derivative) nature of the liability in question.

2. Joint and Several Liability in the Event of a Transfer of Shares

A specific provision regarding the transfer of shares is set out in Article 35 of Law No. 6183. Where a shareholder transfers their shareholding, both the transferor and the transferee are held jointly and severally liable for the payment of public debts arising prior to the transfer. Similarly, where the shareholders are different persons during the periods in which the public debt arose and was due for payment, those persons are also subject to joint and several liability. This provision serves as an effective mechanism designed to protect the public creditor and to prevent share transfers from being used as a means of evading liability.

VI. Conclusion

Partners in a limited company benefit from the guarantee of limited liability, which is a fundamental principle of commercial law; as a general rule, they do not bear personal liability for the company’s debts pursuant to Articles 573(2) and 602 of the Turkish Commercial Code. However, this principle is subject to significant exceptions in both private and public law. In the field of private law, obligations regarding additional payments and ancillary obligations create the basis for a partner to bear an additional financial burden under certain conditions. In the field of public law, however, Article 35 of Law No. 6183 holds partners directly liable for public debts in proportion to their capital shares, thereby distinctly distinguishing the limited company from the public limited company.

Ultimately, when establishing and managing a limited company, it is of the utmost importance for the shareholders to assess the liability regime from a holistic perspective and, in particular, to take into account the risks relating to public debts when planning the company’s structure.