WE HAVE BEEN FACING MANY QUESTIONS RELATING THE PERSONAL RESPONSIBILITY FROM THE INVESTORS WHO WANTS TO ESTABLISH COMPANIES IN TURKEY.
Firstly we have to inform you that there are two types of personal responsibility from the shareholders of a company: responsibility arising from the public law debts and responsibility arising from private law debts. Hereby we will explain the responsibility from the shareholders of the company types: Turkish limited companies and Turkish jointstock companies.
The main difference about the responsibilty between limited company and jointstock company is the resposibility for the public debts. (tax, social security – social security of the workers must be paid by the employer- and other debts like administrative fines).
In Ltd.Co. the manager, who is entitled to represent the company in front of third parties, is fully responsible for public debts, which can’t be obtained from the company. The share holders of ltd. company are responsible only for the ratio of their share. For instance, if there is a public debt of 1MillionTL, the share holder of 50% of the shares would be responsible for 500.000-TL.
On the other hand, there are no responsiblities of the share holders of a jointstock company, who don’t have any right to represent the company against the third persons. In joint-stock companies, only the people, who are entitled to represent the company in front of third parties, are fully responsible of the public debts. For instance , a member of the board of the directors wouldn’t be responsible, if he is not entitled to represent the company in front of the thir parties. If he is entitled , then he is fully responsible for the public debts.
In both of the company types, we must add, the shareholders, are responsible for the debts arising from private law relations to third parties and public , with the amount, wihch they didn’t pay the cost of the share to the company.
For further informations and the fees for company establishment, please do not hesitate to call us.