Turkey: Directors and Officers

One of the principal reasons for preferring limited liability companies is the separation between the assets of the company and those of its shareholders, and the fact that, as a rule, shareholders are not personally liable for the company’s debts. Indeed, pursuant to Article 602 of Turkish Commercial Code No. 6102 (the “TCC”), a limited liability company is liable for its debts and obligations solely with its own assets.

It should also be noted that a PMC intending to engage in portfolio management and/or investment advisory activities must obtain a separate authorization certificate from the Board for such activities.

According to the Foreign Direct Investments Law No. 4875 foreign investors are generally treated in the same way as domestic investors in Turkey. They are free to make investments in various ways including establishing companies (with 100% foreign capital ownership), acquiring shares, forming partnerships, or opening branches.

Ödeme ve elektronik para kuruluşlarının (“Kuruluş”) kurumsal yönetimi ile bu yapının temel organı olan yönetim kurulunun ve üyelerinin hukuki ve cezai sorumluluğu büyük önem taşımaktadır.

The corporate governance of payment and electronic money institutions (the “Institutions”) and the legal and criminal liability of the board of directors and its members, as the main governing body of such structure, are of great importance.

In joint stock companies, representation is vested in the board of directors. However, as companies grow and expand, it often becomes necessary to adapt or diversify the way representation is structured. To address this need, the Turkish Commercial Code numbered 6102 (“TCC”) allows boards of directors to delegate representation authority, provided that at least one member retains unlimited representation powers.

Anonim şirketin en önemli avantajları arasında ayrı bir tüzel kişiliğe sahip olması, ortakların sorumluluğunun koydukları sermaye ile sınırlı bulunması ve esnek bir yönetim yapısına imkân tanıması yer alır.

Business decisions inevitably involve a degree of risk. Expecting directors to be error-free is unrealistic; as taking informed risks often serves the company's interest.

The LLC in Turkey remains the most practical and investor-friendly business structure under the Turkish Commercial Code.