Three statutes carry them to the people who ran it: the Tax Procedure Law makes the legal representative liable for tax the company failed to pay because of unperformed duties, Law 6183 extends that to every public receivable that cannot be collected from the company, and Law 5510 makes senior managers jointly liable for unpaid premiums. Each has a condition, a procedure and a fifteen-day clock.
The letter is addressed to the director by name, not to the company. It is a payment order from the tax office, or from the social security institution, for a debt the company has not paid, and it gives fifteen days. For a foreign national who sits on the board of a Turkish subsidiary, who manages a limited company, or who is registered as the Turkish representative of a foreign company, it is the moment at which corporate limited liability turns out to have a statutory exception, and a large one. Turkish public creditors do not need to pierce the corporate veil; three statutes lift it for them.
This article sets out the current text of those statutes as in force in September 2026: Article 10 of the Tax Procedure Law No. 213 (“VUK”), Article 35 and Repeated Article 35 of the Law on the Procedure for the Collection of Public Receivables No. 6183, and Article 88 of the Social Insurance and General Health Insurance Law No. 5510. It then follows the procedure by which the claim reaches the individual, the two fifteen-day periods, and the defences that are available while those periods run.
1. Three Statutes, One Principle: Subsidiary Liability of the People Who Run the Company
Turkish law does not make directors guarantors of the company’s public debts in the ordinary course. The principle in all three statutes is subsidiary: the public creditor pursues the company first, and only what cannot be collected from the company passes to the individuals. The individuals in question are the legal representatives (kanuni temsilci), which for a joint-stock company means the members of the board of directors and for a limited company its managers, together with, for a foreign company, its representative in Türkiye; and, under a separate rule, the partners of a limited company. The extent of the liability, its conditions and the forum differ between the three statutes, and a director facing a payment order needs to know which one it invokes.
The first distinction is between tax and other public receivables. VUK Article 10 governs taxes and the receivables attached to them, such as tax penalties and default interest; Repeated Article 35 of Law 6183 governs every public receivable collected under that Law, which includes customs duties, administrative fines imposed by public bodies, and the premiums and other receivables of the social security institution, which Law 5510 Article 88 makes collectable under Law 6183. The second distinction is between the legal representative and the partner: a partner of a limited company who does not manage it is nonetheless liable under Law 6183 Article 35, in proportion to the capital share, and a partner who also manages is liable under both provisions.
2. Tax: VUK Article 10 and the Causal Link
Article 10 of the Tax Procedure Law provides that where legal entities, minors and persons under guardianship, and entities without legal personality such as foundations and communities, are taxpayers or persons responsible for tax, the duties that fall on them are performed by their legal representatives, by those who administer entities without legal personality and, where there are such, by their representatives. The second paragraph attaches the liability: tax and related receivables that could not be collected, wholly or partly, from the assets of the taxpayer or the person responsible for tax because those persons failed to perform those duties are collected from the assets of the persons who failed to perform the legal duties. The same provision applies to the Turkish representatives of taxpayers not present in Türkiye.
Two features of the text matter in practice. First, the liability is conditioned on a causal link: the tax must have become uncollectable because a duty was not performed. Filing a return late, failing to file at all, failing to withhold or to pay on the due date, or failing to keep the books the Law requires are the duties in question; a director who can show that the duties were performed and that the tax was lost for other reasons, for instance because the company became insolvent after correctly filing and being assessed, has a defence that a payment order does not answer. Second, the Article gives the representatives who pay a right of recourse against the principal taxpayer, and provides that the company’s entry into liquidation or its completed liquidation does not remove the representatives’ liability for the periods before liquidation began.
The paragraphs added in 2018 deal with the company that no longer exists. Where a legal entity has been liquidated and struck off the trade registry, every tax assessment and penalty for the periods before and during the liquidation is made, on a jointly and severally liable basis, in the name of any one of the legal representatives for the pre-liquidation periods and of the liquidators for the liquidation period; the partners of a limited company are liable for the pre-liquidation public receivables arising in this way in proportion to their capital shares, and the liquidators’ liability is limited to the amount distributed on liquidation. A foreign director who assumes that the dissolution of the Turkish company closed the file is therefore mistaken; the assessment can still be made, in his name.
3. Everything Else: Repeated Article 35 of Law 6183
Repeated Article 35 of Law 6183 is broader than VUK Article 10 in two ways. It covers every public receivable (amme alacağı) within the scope of Law 6183, not only tax; and it contains no causal-link condition. Its first paragraph provides that public receivables that could not be collected, wholly or partly, from the assets of legal entities, minors and persons under guardianship and entities without legal personality, or that are understood to be uncollectable from them, are collected from the personal assets of the legal representatives and of those who administer entities without legal personality, in accordance with the provisions of the same Law. The second paragraph applies the rule to the representatives in Türkiye of foreign persons and entities. The third provides that the company’s entry into liquidation or its completed liquidation does not remove the representatives’ liability for the periods before the liquidation began, and the fourth gives the representatives who pay a right of recourse against the principal public debtor.
The condition that replaces the causal link is the failure of collection from the company, and Law 6183 defines it. Under Article 3, an “uncollectable public receivable” is one that could not be collected because, for instance, the asset investigation carried out under the Law found no attachable asset of the debtor, or the attached assets were sold and the proceeds did not cover the debt; and a “public receivable understood to be uncollectable” is one that, at any stage of the collection proceedings, turns out to be uncollectable from the debtor because, for instance, the valuation of the attached assets shows that they will not cover the debt or because the debtor is bankrupt and the receivable cannot be collected from the estate. The definitions are the director’s first line of defence: a payment order served on the representative before the company was pursued, before its assets were investigated or before any of the events in Article 3 occurred is premature, because Article 35 bis (1) makes collection from the representative conditional on the receivable being wholly or partly uncollectable from the company, or on it becoming apparent that it cannot be collected.
The two paragraphs added to the Article in 2008 by Law No. 5766, namely the fifth paragraph, which made the representatives at the time the debt arose and at the time it fell due jointly and severally liable where they were different persons, and the sixth paragraph, which provided that the Tax Procedure Law rules on representatives’ liability did not remove that liability, were annulled by the Constitutional Court’s decision of 19 March 2015 (Official Gazette of 3 April 2015, No. 29315) and are no longer part of the text. The question of which representative answers for which period is therefore decided on the ordinary basis: the person who was the legal representative in the period to which the public receivable relates, as shown by the trade registry and the company’s records.
4. Limited Company Partners: Law 6183 Article 35
The limited company (limited şirket) is the form most foreign investors use for a Turkish subsidiary, and Law 6183 gives its partners a liability that joint-stock shareholders do not have. Article 35 provides that the partners of a limited company are directly liable, in proportion to their capital shares, for public receivables that could not be collected from the company, wholly or partly, or that are understood to be uncollectable, and are pursued under the same Law. The second paragraph, added in 2008, provides that where a partner transfers the capital share, the transferor and the transferee are jointly liable, in accordance with the first paragraph, for the payment of public receivables relating to the period before the transfer. The third provides that where the shareholders at the time the public receivable arose and at the time it became payable are different persons, they are jointly liable for its payment in accordance with the first paragraph.
For a foreign parent that holds the shares of a Turkish limited company the consequence is direct: the parent, as partner, is liable in proportion to its share for the subsidiary’s uncollectable public debts, and a buyer of a limited company’s shares inherits, jointly with the seller, the public debts of the periods before completion. Due diligence on a Turkish limited company therefore includes the tax office’s and the social security institution’s clearance letters, and a share purchase agreement includes an indemnity for pre-completion public debts; neither substitutes for the other, because the indemnity binds the seller and the statute binds the buyer.
5. Social Security Premiums: Law 5510 Article 88
Unpaid social security premiums are public receivables collected under Law 6183, and Repeated Article 35 applies to them; but Law 5510 adds a rule of its own that is both wider and stricter. Article 88 provides that where the institution’s premiums and other receivables are not paid within the periods set by the Law without a justified reason, the public officials responsible for accrual and payment in public administrations, and, for other employers with legal personality, the senior managers or officers, board members included, and the legal representatives, are jointly and severally liable with the employer towards the institution. Three differences from the tax rule follow. The liability is joint and several with the employer rather than subsidiary; it reaches senior managers who are not legal representatives; and the defence is the existence of a justified reason for the default, which the person pursued must establish.
The same Article provides that disputes arising from the application of Law 6183 to the institution’s receivables are heard by the labour court of the place of the institution’s creditor unit, and that applying to the court does not stop the collection. A foreign board member served with a payment order for premiums therefore faces a different forum, a different standard and a different set of defences from those in the tax file, and the two should not be run as one case.
6. The Procedure: The Payment Order and the Two Fifteen-Day Periods
Whichever statute is invoked, the claim reaches the individual through the collection procedure of Law 6183. Article 55 provides that a person who has not paid a public receivable when due is served with a payment order (ödeme emri) requiring payment or a declaration of assets within fifteen days; the order states the nature and amount of the principal and its accessories, where payment is to be made, that on failure to pay or to declare assets the debt will be collected by compulsion and the debtor may be subjected to coercive detention of up to three months until a declaration is made, and that a false declaration is punishable. Article 60 gives the coercive detention its mechanism: on the tax office’s written request after the fifteen days, the enforcement judge orders detention, for one time only and not exceeding three months, until the declaration is made.
Article 58 provides the challenge. The person served may, within fifteen days of service, contest the order on the grounds that there is no such debt, that it was partly paid, or that it is time-barred; the statute’s reference to an objection commission is today read as the tax court, before which the action is brought under the Administrative Procedure Law. A person contesting part of the debt must state clearly which part and how much, failing which the objection is treated as not made. Where the objection is wholly or partly rejected, the debtor must declare assets within fifteen days of service of the rejection, and a partial objection does not extend the period for the declaration. The three grounds are exhaustive, but “no such debt” is wide: it covers every argument that the individual is not the debtor, including that the conditions of VUK Article 10 or of Repeated Article 35 are not met, that the company was not pursued first, that the person was not the representative for the period, and that the premium default had a justified reason under Law 5510 Article 88.
7. The Defences, and the Order in Which to Raise Them
| Question | Provision | What the file must show | Where the answer is |
|---|---|---|---|
| Is this a tax or another public receivable? | VUK 10; Law 6183 Rep. Art. 35 | Tax and its accessories need a causal link to an unperformed duty; other public receivables need only failure of collection | The payment order’s description of the debt |
| Was the company pursued first? | Law 6183 Arts. 3, 55; Rep. Art. 35 | Asset investigation, attachment, sale, or a finding that the receivable is understood to be uncollectable | The company’s enforcement file |
| Was I the legal representative for the period? | VUK 10; Rep. Art. 35 | Board or manager registration covering the period to which the debt relates | Trade registry records and gazette |
| Was the tax lost because of an unperformed duty? | VUK 10 | Late or missing returns, unpaid withholding, books not kept | The company’s filings and the assessment |
| Am I a partner of a limited company? | Law 6183 Art. 35 | Capital share; date of any share transfer; who held the shares when the debt arose and fell due | Trade registry and share transfer deed |
| Were the premiums unpaid without a justified reason? | Law 5510 Art. 88 | The reason for the default, documented | Company accounts and correspondence with the institution |
| Am I in time? | Law 6183 Arts. 55, 58, 60 | Fifteen days from service to sue; fifteen days to pay or declare assets | The service record on the payment order |
The order is the order of the table. A director who receives a payment order should first identify the statute from the description of the debt, because it determines whether the causal link is in issue and whether the labour court or the tax court is the forum. He should then obtain the company’s enforcement file, because a claim brought before the company’s assets were investigated fails on Article 3 alone. He should establish his own period of office from the trade registry and match it against the periods to which the debt relates. Only then does the substance, the unperformed duty or the justified reason, arise. All of this must be in the petition filed within fifteen days of service; the tax court does not extend the period, and a stay of collection must be requested separately.
8. What a Foreign Director Should Do Before and After the Letter
While in office. The liability is a function of the company’s compliance, and a director who cannot read the company’s Turkish filings is exposed to what he cannot see. Obtain, at least quarterly, the company’s tax and social security clearance letters, which state whether any public debt is outstanding; ensure that returns are filed and taxes and premiums paid on the due dates, because those are the duties whose non-performance VUK Article 10 punishes; and record in the board’s minutes the instructions given and the reports received, because the causal link is proved and disproved by documents. When leaving the board or the management, register the resignation in the trade registry at once; the registration date is the end of the period for which you answer.
On a share transfer. A buyer of a limited company’s shares is jointly liable with the seller for public debts predating the transfer (Law 6183 Article 35). Obtain the clearance letters before completion and take an indemnity for the periods before it; a seller who has left the company remains liable, and a buyer who has joined it becomes liable.
When the payment order arrives. Note the date of service and calendar both fifteen-day periods. Instruct a lawyer to obtain the company’s enforcement file and your registry record and to file, within the fifteen days, an action in the tax court, or the labour court for premiums, on the grounds of Article 58, with a request for a stay of collection. Decide with the lawyer whether to declare assets within the same period, because the coercive detention in Article 60 turns on the declaration, not on the outcome of the action. Do not pay to make the letter go away without securing the right of recourse against the company and, where the company has other representatives, their contribution.
A payment order addressed to a director is not a formality and not a foregone conclusion. The statutes are precise about when the individual answers for the company, the definitions in Law 6183 are precise about when collection from the company has failed, and the fifteen days are precise about when the argument must be made. A foreign director who treats the letter as the company’s problem loses on the calendar; one who treats it as his own, on the day it is served, has the defences the law provides.
Whether shareholders, and not only legal representatives, carry this exposure is decided when the company is formed: the choice between a limited and a joint stock company is covered on our company formation in Turkey page.
