KÜHEYLAN HUKUK
Liability of the Company Manager and Board Members: Liability Case, Dismissal and Resignation. Within the scope of Turkish Commercial Code Article 553-560, the manager's compensation liability to the company, partners and creditors, the effect of the discharge, the statute of limitations, the dismissal of the manager by court decision in a limited company and the registration of the resignation in the registry have been updated as of 2026.
If joint stock company board members and limited company managers culpably violate their obligations arising from the law and the articles of association, they are liable with their personal assets for the damage they cause to the company, partners and company creditors. This responsibility; It comes to the agenda in cases such as violation of the duty of care and loyalty, use of company assets for personal purposes or failure to take necessary steps in case of capital loss and insolvency. In a limited company, each partner may request the court to remove the manager's management and representation authority if there are justified reasons. For a manager who wants to resign, notifying the company of the resignation is not enough; It must be registered in the trade registry. The guide explains the conditions of liability, acquittal and statute of limitations, the legal consequences of the dismissal case and resignation process.
Founders, board members, managers and liquidators are responsible for the damage they cause to both the company, its shareholders and the company's creditors if they violate their obligations arising from the law and the articles of association through their fault (TTK Article 553). The same liability provisions apply to limited company managers (TTK article 644).
Sorumluluk kusura dayanır. The law expects from the administrator the care that a prudent administrator would show. Commercial decisions taken in good faith and within the ordinary risks of the business do not alone give rise to liability, even if they subsequently result in losses. On the other hand, using company assets for personal purposes, performing transactions with related parties that are contrary to market conditions, failure to keep records or failure to fulfill obligations clearly stipulated by law are typical reasons for liability.
Company Decrease in company assets Company; A lawsuit is filed by the decision of the general assembly
shareholder Indirect loss due to damage suffered by the company Shareholder may request compensation to be paid to the company
company creditor Loss due to receivables that cannot be collected from the company Creditor if the company goes bankrupt or there is a direct loss
Remaining inactive in cases of capital loss and insolvency: Not calling the general assembly to a meeting and not notifying the court despite insolvency (TTK Article 376)
Disguised profit transfer: Transferring company resources to the companies of the manager or his relatives against market conditions.
Violation of the prohibition of competition: Conducting personal activities in the same field as the company
Record and document irregularity: Failure to keep commercial books or unrealistic preparation of financial statements
Failure to consider creditors in liquidation: Closing the company while there are pending lawsuits and receivables
The liability arising from the company's tax and social security debts as a legal representative is brought to the agenda by the administration within the scope of Law No. 6183 and the Tax Procedure Law, separately from the TCC, and is subject to different rules.
The discharge of the managers by the general assembly eliminates the right of lawsuit of the company, the shareholders who voted in favor of the discharge, and those who acquired shares knowing the discharge decision, in terms of the material events covered by the discharge and disclosed to the general assembly. The right of action of other shareholders who do not participate in the discharge is lost after six months have passed from the date of discharge. The discharge decision cannot be revoked later by another general assembly decision; However, an annulment lawsuit is open (TTK Article 558).
It is possible to limit the release in terms of time and subject. In its decision dated 10.02.2022 and numbered E.2020/1616, K.2022/1003, the 11th Civil Chamber of the Supreme Court of Appeals approved the decision of the regional court of justice, which accepted that acquittal can be given in the ordinary general assembly at the end of each accounting period, or in the extraordinary general assembly for a shorter period or for certain transactions. For this reason, in transactions such as share transfer, the in-term discharge of the departing manager can be guaranteed by contract.
The claim for compensation becomes statute-barred after two years from the date the plaintiff learned about the damage and who is responsible, and in any case, five years from the date of the act that caused the damage. If the act constitutes a crime subject to a longer statute of limitations according to the criminal law, this is applied for a longer period of time (TTK article 560).
If more than one person is responsible for the same damage, each of them is responsible not for the entire damage, but to the extent that it can be attributed to him personally, depending on his fault and the requirements of the situation. This rule is called differentiated solidarity (TTK article 557) and directly affects the position of the member who does not participate in the decisions or gives a dissenting opinion in the board of directors.
The general assembly can dismiss the manager or managers at any time and limit the management right and representation authority (TTK article 630/1). The law has opened the way to court for the partner who cannot provide the required majority in the general assembly: each partner may request the court to remove or limit the management right and representation authority of the managers in the presence of justified reasons (TTK article 630/2).
According to the law, it is justified if the manager grossly violates the duty of care and loyalty and his obligations arising from the law and the company contract or loses the ability necessary for the good management of the company (TTK article 630/3). The compensation rights of the dismissed manager are reserved (TTK article 630/4).
The decisions of the 11th Civil Chamber of the Supreme Court of Appeals vary regarding who to file an impeachment case against. In its decision dated 07.05.2024 and numbered E.2022/7367, K.2024/3619, the Chamber found it sufficient to name the director whose dismissal was requested as a defendant. In its decision dated 10.10.2024 and numbered E.2023/5287, K.2024/7332, it ruled that the company should also be the adversary in the case, on the grounds that the court decision interfered with the relationship between the company and the manager. For this reason, filing a lawsuit against both the manager and the company is a cautious way that eliminates the risk of reversal due to lack of party formation.
Since the impeachment trial may take a long time, in cases where there is a risk of disposing of company assets or changing records, it may be requested to preventively limit the director's power of representation or to appoint a trustee to the company management. Since the appointment of a trustee is an exceptional measure, the request must be supported by documents showing concrete danger.
Yönetici, görevinden her zaman istifa edebilir; Resignation is a unilateral declaration of will and is not subject to acceptance by the company. İstifa, şirkete ulaştığı anda iç ilişkide sonuç doğurur. Ancak temsil yetkisinin sona ermesi üçüncü kişilere karşı ancak ticaret siciline tescil ve ilan ile ileri sürülebilir.
The most common problem in practice is that the resignation of the resigned manager is not notified to the registry by the company. In this case, the former manager may face prosecution by third parties and public administrations as long as he appears authorized in the registry. The resignation must be notified to the company through a notary public, an application must be made to the trade registry office with a request for registration, and if no results are obtained, a lawsuit must be filed against the company to register the resignation. In local court decisions, it is accepted that in order to register the resignation, a lawsuit must be filed against the company, not the trade registry office, and that the court may decide to determine that the duty has ended as of the date of resignation.
In a limited company with three partners, the partner who has a sixty percent share is also the sole authorized director. For two years, the manager sold the company's products to the company founded by his wife at below market prices and had the financial statements approved at the general assembly meetings without detailed explanation. Two partners, each with a twenty percent share, determined the situation through an independent financial review.
Since the majority in the general assembly belongs to the director, it is not possible for minority partners to dismiss the director by the decision of the general assembly. Partners may file a lawsuit against both the manager and the company to remove the manager's management and representation authority, citing disguised profit transfer and competitive related party transactions as justified reasons, and may request that the representation authority be limited as a precautionary measure during the course of the lawsuit. For the damage suffered by the company, a liability lawsuit is brought to the agenda in accordance with TCC Article 553. Discharge decisions taken before the financial statements are disclosed do not protect the manager in terms of undisclosed facts. Even if the partners have voted against acquittal, the lawsuit must be filed without delay, taking into account that their own right to sue will expire within six months from the date of acquittal and that the statute of limitations is two years from the date of learning of the damage.
Is the manager automatically liable when the company makes a loss?
No. In order to be liable, the manager must culpably violate an obligation arising from the law or the articles of association and the damage must arise from this violation. Ordinary commercial risks are not grounds for liability.
Can the minority have the joint director dismissed?
If there is no majority in the general assembly, if there are justified reasons, the director may request the court to remove the management and representation authority.
Can a lawsuit be filed against the discharged manager later?
Discharge does not cover facts that were not disclosed to the general assembly. Shareholders who do not participate in the discharge may file a lawsuit within six months from the date of discharge.
When does the responsibility of a resigned manager end?
In internal relations, it ends when the resignation reaches the company, and in relation to third parties, it ends with the registration and announcement of the resignation in the trade registry. Liability arising from transactions prior to the resignation date continues.
Is the member of the board of directors who opposes the decision also liable?
In accordance with the principle of differentiated succession, each member is responsible to the extent of his own fault. The liability of a member who disagrees with the decision and documents his/her dissent may therefore be significantly limited.
Notifying the resignation only verbally or by e-mail: If notification through a notary and registration in the registry is not provided, the manager continues to appear authorized in the registry.
Filing an impeachment lawsuit only against the director: Due to the difference in the Supreme Court's jurisprudence, the company must also be named as a defendant.
Thinking that the statute of limitations is five years: The two-year period begins when the damage and the person responsible are learned.
Not objecting to the discharge decision: A positive vote for discharge removes the shareholder's right to sue; Those who vote negatively lose their right to sue after six months.
Not documenting the opposition in the board of directors: An objection that is not recorded in the decision book cannot be used to limit liability.
Director liability is, on the one hand, the most powerful legal tool of partners and creditors against those who mismanage the company, and on the other hand, it is a serious risk affecting the personal assets of the person in charge. Küheylan Law Firm; On behalf of partners and creditors, it carries out evidence of liability and dismissal cases and requests for precautions, and on behalf of managers, it carries out legal risk assessment of decisions taken during the term of office, resignation and registry registration processes and defense against liability cases. For file evaluation, an appointment can be requested via info@kuheylanhukuk.com.
Important Legal Notice: The legal explanations contained in this guide have been prepared by Küheylan Law Firm for general information purposes and do not constitute legal advice. In company law, the provisions of the articles of association, partnership structure and periods have different results in each file; It is recommended to get support from a lawyer before taking any action. © 2026 Küheylan Law Firm. All rights reserved.
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