Turkey: Liabilities Of The Board Of Directors Members And Sanctions In Light Of The Entire Amendments To The New Turkish Commercial Code

Last Updated: 21 January 2013
Article by Nilgün Serdar Simsek

With the last minute amendments to the Turkish Commercial Code No. 6102 ("New TCC") that entered into force on 1 July 2012, the penalties foreseen under the New TCC for the members of the board of directors have been moderated with respect to the principle of proportionality between crime and punishment. On this basis, a new text was published regarding the criminal liability of the board of directors members which classifies the type of penalties under the following headings: administrative fines, judicial fines and prison sentence. On the other hand, there have been no amendments to the legal liabilities of the board members except for the change in the burden of proof.

With the introduction of the New TCC, it has been observed that liability of diligence for the board members is introduced and the concept of prudent businessman included in the previous Turkish Commercial Code was replaced by the concept of cautious executive based on the business judgment rule and the limits of the liabilities of the board of directors members are designated more explicitly by the lawmaker. It is inferred from the New TCC that the members of the board of directors must evaluate the entire crisis and market conditions, determine the changes as soon as possible and take the necessary precautions as cautious executives. Within this respect, it may be stated that the new regulation set out and expanded the non-delegable duties and liabilities of the board of directors and their liability areas.

Within this scope, the non-delegable authorities of the board of directors members include the establishment of the necessary system for the accounting and financial audit and the financial planning to the extent that is necessitated by the management of the company; appointment and release of the managers, signatories and the persons bearing the same functions with them; superior audit of the persons in charge of management regarding their compliance with the laws, articles of association, internal directives and the written instructions of the board of directors; notifying the court in case of becoming insolvent. As there are specific regulations regarding the duties and liabilities of the board of directors in the New TCC, insuring the board of directors members for the damages they may give to the company is regulated as a separate subject.

With the provision in the New TCC regarding the circumstances of legal liability, it is foreseen, as different from the previous Turkish Commercial Code, that the persons who may file liability lawsuits against a board of directors member are determined separately. These relevant legal liability circumstances which are stipulated in the New TCC and which concern many company executives contain the illegality of the documents and declarations, false declarations regarding the capital and being aware of the payment inadequacy, liability in the valuation, collecting money from the public without permission and the general liabilities of the founders, board of directors members, managers and liquidation officers.

As the most important reform made to the legal liabilities which are explicitly stipulated, the company, its shareholders and creditors may file a lawsuit in order to compensate the damages. In this case, the party wishing to file a lawsuit against the board of directors member must prove the fault of that board of directors member. In line with the latest amendments, the sentence "unless they prove that they are not at fault" which was included in the previous version of Article 553 of the New TCC was removed. Thus, in case it is alleged that the founders, board of directors members, managers and liquidation officers breached their liabilities arising from the law and articles of association, they shall not be obliged to prove their faults and the party who alleges such faults shall be entitled to prove the fault.

From the perspective of the criminal liability circumstances, as we have mentioned above in the introduction section, the regulations that received many negative reactions in the business sector were removed due to their heavy provisions. Accordingly, discounts were applied in the crimes; most of the crimes that required punitive fines were converted into administrative fines, while most of the crimes that required prison sentence was converted into punitive fines.

In light of the above explanations and with the new regulations, the management functions of the companies are intended to be leveraged with the new amendments made in the New TCC. Especially, the professional executive mechanism implemented successfully in the USA and European countries for years is expected to become widespread in our country as well with the New TCC. The Board of Directors is not considered as an organ on the surface, but has a functional quality. Through these steps the decisions to be taken by the board of directors regarding the company will be more transparent. As a result, we are of the opinion that the civil and criminal liabilities brought by the New TCC regarding the liabilities of the board of directors shall ensure more carefulness and efficiency in their works.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement

Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of www.mondaq.com

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at enquiries@mondaq.com.

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.