Turkey: Criminal Liability Of An Executive Under Turkish Law

Last Updated: 28 March 2018
Article by Filiz Toprak Esin and Ömer Bayman
Most Popular Article in Turkey, April 2018

During his/her professional life, a company executive operating in Turkey can face various types of criminal liability. This article aims to provide a general overview of the possible risks in relation to criminal law that an executive can come across.

The picture is clear when an executive intentionally commits a crime to the detriment of the company that he/she is working for in order to obtain personal financial benefit. In such cases, the situation is more straightforward. The perpetrator is the executive who committed the criminal act, he/she is individually liable, and the company can be involved in the criminal proceedings as the complainant.

The first example that comes to mind is abuse of trust, which is one of the most common white-collar crimes in Turkey. If an executive obtains a personal benefit by abusing their authority to manage or represent the company, this constitutes abuse of trust, and it is punishable by imprisonment up to seven years. If an executive deliberately deceives other executives or employees while trying to obtain personal benefit, his/her acts can constitute aggravated fraud, which is punishable by imprisonment up to ten years.

It is also common that an executive or employee intentionally commits a crime for the benefit of the company or negligently while performing their duties. In this case, it is not always easy to determine the perpetrator of the offence. Moreover, criminal liability of the company also comes into question.

Criminal liability of companies

Criminal intent is an essential component of a crime, and for companies, it can only be formed through their executives or employees. Therefore companies, being fictional legal entities, cannot be subject to criminal liability like natural persons. However, companies can be subject to significant penalties and fines and can suffer from loss of reputation.

Legal entities may face serious but rarely applied security measures and administrative fines if particular crimes are committed intentionally for the interest of the legal entity. Furthermore, according to Article 60 of the Turkish Criminal Code (TCC) number 5237, if a legal entity who makes business under a license or permission granted by a public body and the executives and/or authorized representatives of this legal entity commit a crime by abusing this license or permission for the interest of the legal entity, the license or permission shall be revoked, and the benefit obtained from the crime shall be confiscated.1

In addition to the above, Law of Misdemeanours number 5326 provides that the private legal entity shall be subject to administrative fine up to ₺3,282,503.42 in case that the organ, representative, or anyone acting within the scope of the legal entity's business commits crimes such as bribery, fraud, money laundering, bid rigging, or smuggling in favour of the legal entity (Article 43/A).2

Who is the perpetrator?

According to Turkish Law, a board of directors (BoD) is the legal representative of a company, and therefore, BoD members are the primary suspects in a potential crime committed during the activities of a company. However, due to the principle of individual criminal responsibility, prosecutors and courts take into consideration the division of responsibility among BoD members within the company structure in order to determine the perpetrator of the crime.

For the crimes that are committed intentionally, executives and authorized representatives who were aware of the crime and played a part in committing it will be held responsible. Bribery, bid rigging, tax evasion, and smuggling can be given as examples of crimes committed intentionally.

On the other hand, BoD members or executives can avoid criminal liability by proving that they did not have any criminal intent, that the employees working under them committed the offence individually by not obeying their instructions, or instructions in relation to the crime were given by another BoD member or executive.

It should be noted that the TCC is not the only piece of legislation regulating the criminal liability of executives. Many other laws, including commercial law, capital markets law, environmental law, construction zoning law, banking law, and enforcement and bankruptcy law also contain provisions about criminal liability.

The majority of the crimes exemplified above are committed premeditatedly; however, it is also possible for an executive to commit crimes due to lack of knowledge about various legislation that contains criminal provisions. Furthermore, there are also crimes where executives may be held responsible for breaching the duty of diligence and care. Some of these possibilities will be explained below.

Crimes regulated under Turkish

Commercial Code

Potential criminal liabilities that can be attributed to BoD members that are related to corporate law are regulated under Article 562 of the Turkish Commercial Code (Commercial Code) number 6102. Under Article 562, crimes and punishments related to corporate law are listed by making references to various articles of the Commercial Code that regulate obligations of BoD members.3

The majority of the actions listed under this article are punishable by fines, including both administrative and judiciary fines. For example, neglecting the duty to keep commercial books or keeping commercial books improperly, taking inventory improperly, neglecting the duty to prepare reports regarding a parent or an affiliated company, and not establishing a website (for the companies that are obliged to establish websites) are punishable by administrative and judiciary fines.

On the other hand, some actions, such as making misleading declarations regarding the capital of the company or collecting money from the public without authorisation, are punishable by imprisonment of up to two years, and intentionally recording false information to company books or forging corporate documents (e.g., articles of organisation, prospectus, and statements) is punishable by imprisonment of up to three years.

Unfair competition can be a crime Unfair competition is also regulated under the Commercial Code, and various acts that constitute unfair competition are listed under Article 55 of this code. Among others, some of the examples listed under Article 55 are:

  • discrediting others, their goods, products or activities;
  • deceiving customers in relation to the actual price of the goods by providing additional services;
  • giving misleading information regarding own status, goods, operations, prices, or business relations; and
  • inciting the employees or agents of competitors to divulge trade secrets and benefitting from others' business products without authorisation.

The important point here is that in addition to civil liability, committing the acts listed under Article 55 of the Commercial Code can also cause criminal liability.

According to Article 62 of the Commercial Code, those who commit the acts of unfair competition as set forth under Article 55, some of which are listed above, intentionally will be sentenced to imprisonment or judicial fine up to 2 years. According to Article 52 of the TCC, a judicial monetary fine can be determined between ₺20 and ₺100 per day. The court will determine the amount of the judicial monetary fine per day by taking into consideration the economic and personal status of the accused.

Safety of customers

Health and safety issues are regulated under various separate laws and regulations. Especially in occasions where goods and services are provided to the customers in the place of business, such as hotels, gyms, restaurants, or night clubs, a fatality or an injury caused by negligence can be considered as criminal offence of negligent injury or manslaughter by negligence.

This can only be possible if the injury or fatality occurs in connection to a breach of duty of diligence and care that can be deemed as culpable negligence.

To illustrate the situation, a manager of a hotel can be charged with manslaughter by negligence in the case of an accident involving death, if the accident was caused by the absence of necessary safety measures.

Workplace safety

Workplace accidents can cause injuries, illnesses, and fatalities to the workers. This is more common in dangerous workplaces, such as factories, construction sites, and warehouses. If a precaution stated in relevant workplace safety laws and regulations is neglected and if the accident occurred as a consequence of this negligence, BoD members or responsible executives can be charged with negligent injury or manslaughter by negligence.

Recording personal data illegally and disclosing confidential information

According to Article 135 of the TCC, those who record personal data illegally shall be sentenced to imprisonment up to 3 years. The upper limit of the punishment can increase to 4.5 years if the recorded data is in relation to political, philosophical, or religious opinions of a person or their racial origin, sex life, moral tendencies, medical condition, or connections to trade unions. Whether the personal data are recorded legally or illegally will be determined according to the Data Protection Law number 6698, which entered into force on 7 April 2016. Considering that almost all companies collect personal data from their clients or at least from their employees, executives should pay attention to the provisions of the Data Protection Law in order to avoid any risk of criminal liability as well as serious fines regulated under the Data Protection Law.

In addition to this, according to Article 239 of the TCC, those who disclose or give to unauthorized persons the confidential information that can be classified as trade secret, banking secret, or customer secret that they obtained by virtue of their title, profession, or duty can be sentenced to imprisonment for up to 3 years and a judicial fine of up to 5,000 days.

Bankruptcy law

In Turkish law there are multiple provisions that direct the managers of companies in financial difficulty to take necessary precautions provided by the law or declare bankruptcy in certain conditions. One of these provisions is Article 179 of the Bankruptcy and Enforcement Law (BEL) number 2004, which stipulates that an application of bankruptcy must be made to the court if assets do not cover the debts of a company. Along with civil liability, executives and authorized representatives of a corporation also have criminal liability if they refrain from making this application even though the conditions set forth in Article 179 are met. According to the Article 345/a of the BEL, in such case, upon complaint filed by a creditor, executives and authorized representatives of the company shall be sentenced to imprisonment from 10 days up to 3 months.


Needless to say, being involved in a criminal case is an unpleasant experience, and in order to avoid it, executives should be informed about a wide range of legislation that contains provisions regarding criminal liability, including, but not limited to, the ones mentioned above.

It can be criticised that in some cases, the type and severity of punishment does not suit the type of the crime, considering that some of the minor offences of a purely commercial nature regulated in the Commercial Code are punishable by imprisonment. This is also the reason why some of these provisions can be surprising for executives.

Although some of these rules are rarely implemented, it should be kept in mind that these provisions are still in force, and it can be a mistake to ignore them.

First published by SCCE – Compliance & Ethics Professional Volume 15, Issue 2, in 05.02.2018

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.

Filiz Toprak Esin
Similar Articles
Relevancy Powered by MondaqAI
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”

Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Sign Up
Gain free access to lawyers expertise from more than 250 countries.
Email Address
Company Name
Confirm Password
Mondaq Newsalert
Select Topics
Select Regions
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

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 or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq 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 of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions