Turkey: Duties And Liabilities Of The Representatives Of Media Companies In Turkey

Operating as legal entities established under the Turkish Commercial Code ("TCC"), the management and administration of media organizations in Turkey are, by all means, subject to the provisions of the TCC. This fact brings various duties and liabilities on the table for the legal representatives (e.g. Board of Directors/Managers members and managing directors with representation authority) of such companies. While the representatives must adhere to the principles mentioned under TCC, there are several other legislations that impose additional legal liabilities on the representatives of media companies. Below is a quick summary of the most common legal issues the executives and representatives of the media companies in Turkey must bear in mind before taking office.  

1- General Liability under TCC

According to Article 553 of the TCC, Board of Directors/Managers members of media companies who breach their duties arising out of the law, or the articles of association of the company due to their fault, are liable against the shareholders and the creditors of the company for the damages that the company incurs as a result of such breach. Any shareholder can request compensation for damages; however payment may only be made to the company. In case of bankruptcy, creditors may also claim damages through the bankruptcy administration.

Following are the main duties of Board of Directors Members/Managers under the TCC:

  • Duty of Non-Competition
  • Duty of Care and Loyalty
  • Duty of Refraining from Attending Meetings Related To Personal Interests
  • Duty of Confidentiality
  • Duty of Indebtedness to the Company
  • Duty of Refraining from Engaging in Personal Transactions with the Company

In case certain powers and authorities of the Board of Directors members are delegated (other than those that cannot be delegated due to TCC or the articles of association) to certain  members or third parties; the general rule is that the delegate himself/herself is liable for the damages incurred by the company, its shareholders or creditors. That said, the Board of Directors/Managers members who delegate their powers may only be held liable if it is proved by the plaintiff before court that such members failed to act with a reasonable duty of care when choosing their delegate.

2- Criminal Sanctions under TCC

Under the TCC, Board of Directors/Managers members may also be criminally liable for the following actions, resulting either from an act or an omission: 

  • Inaccurate/false documents, information and declarations,
  • Misrepresentation of company share capital,
  • The irregularity in valuation of in-kind capital,
  • The failure to keep company books duly,
  • The failure to launch company web site,
  • The breach of confidentiality duty.

3 – Financial Liability for Public Debts

According to Article 35 of the Law on the Procedure of Collection of Public Debts numbered 6183 and Article 10 of the Tax Procedure Law numbered 213, legal representatives (e.g. Board of Directors/Managers members with representation authority) are personally liable for the public debts (taxes, duties, charges, social security premiums as well as penalties and interests) of a legal entity which cannot be fully or partially collected or which are determined by the relevant administrative authority to be uncollectible from the assets of such legal entity.

In other words, in case an administrative authority is convinced that public debts of a company are not likely to be collected from such company, the said authority may initiate a public proceeding against its authorized representatives, regardless of their fault or negligence. Such representatives also face being subject to exercise of a precautionary attachment on their personal assets by the decision of the relevant authorities.

As an important note, the above-mentioned liability only arises for the public debts that occur during the term of office.

4- Liability under Law on the Establishment of Radio and Television Enterprises and Their Media Services ("Law No. 6112")

According to Article 33/1 of the Law No. 6112, if a media company undertakes broadcasting activities without a valid license or despite the Radio and Television Supreme Council ("RTÜK") has temporarily ceased the broadcasting licence; the Board of Directors members and the general managers of the companies may face imprisonment sentence that range between 1 to 2 years and judicial fines from 1,000 up to 5,000 days. This provision is also  applicable if the company makes broadcasts that do not fall under the scope of its license type.

As per Article 25 of the Law No. 6112, private media service providers are obliged to store each one of their broadcasts for a one year period and provide these records to RTÜK within ten days of receiving a written request from RTÜK. Should the private media service provider fails to store its broadcasts for one year or does not provide the stored records to RTÜK within ten days, the managing director of the company may face judiciary fines that range between 1,000 and 5,000 days. Moreover, if the records provided to RTÜK are not the ones that were requested, or the records have been damaged, removed or deleted the managing director may also face judiciary fines from 5,000 to 10,000 days.

Article 46 of the Law No. 6112 also state that the responsibility of the broadcasts fall on the managing director of the company (together with the director and producer of the content). However, the persons responsible for the management and representation of the company (i.e. authorized signatories) may also be held responsible for the broadcasts they have authorized without the managing director's review or contrary to his/her opinion. In such a case the responsibility of the relevant content shall shift to the authorized signatories.

5- Liability under Law on the Work Permit for Foreigners ("Law No. 4817")

As many media companies employ non-Turkish employees, keeping record of proper work permits is crucial. According to Article 21 of the Law No. 4817, the representatives of the employer (i.e. managing directors and others with signature authority) may be held liable for employing a foreigner without a valid work permit. In such case, the employer or the representatives of the employer may be fined 5,000 Turkish Lira as well as held responsible for the accommodation, travel and health expenses for the relevant foreign employee as well as his/her spouse and children.

6- Liability under Law on the Basic Provisions on Elections and Voter Registers ("Law No. 298")

According to Article 149/A of the Law No. 298, the authorized persons within the private television and radio companies may be held liable in case a broadcast ban is issued by the Supreme Election Board for broadcasting content that is contrary to the principles laid out for the election related broadcasts. In such case, the company representatives may face administrative monetary fines that range between 15,000 and 100,000 Turkish Liras.

7- Liability under Regulation on the Procedures and Principles of Internet Broadcasting

The broadcasting representative of a company which does not carry out the access restriction decision given by the Criminal Judgeship of Peace may be subject to an imprisonment sentence ranging between 6 months up to 2 years.

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.