KÜHEYLAN HUKUK
Are Partners and Managers Personally Responsible for the Company's Tax and SSI Debts? Within the scope of Law No. 6183, Article 35 and repeated Article 35, VUK, Article 10 and Law No. 5510, Article 88, the liability of the limited company partner, legal representative and former partner and the remedies against the payment order have been updated as of 2026.
Even though the company is a capital company, partners and managers are not fully protected in terms of public debts. Limited company partners are directly responsible for taxes and other public receivables that cannot be collected from the company in proportion to their capital shares, and transferring the shares does not automatically end this responsibility. Managers and joint stock company executives can be tracked with their personal assets as legal representatives. However, this responsibility is not unlimited: the administration must first finalize the debt on behalf of the company, investigate the company's assets and prove that collection is not possible. The Council of State consistently cancels payment orders issued without complying with this order. The guide explains the types and limits of liability, the situation of the former partner and the fifteen-day lawsuit period against the payment order.
The rule in capital companies is that the partner is only responsible for the capital he has committed, not for the debts of the company. This principle is largely protected for commercial creditors. Regarding taxes, social security premiums and other public receivables, the legislator has introduced special rules that allow the debt that cannot be collected from the company to be directed to the partners and managers. These rules create three separate types of liability, and each has different requirements.
limited company partner 6183 s.K. article 35 In proportion to the capital share from public receivables that cannot be collected from the company
Share transferor and transferee partner 6183 s.K. Article 35/2 Multiple from public receivables from before the transfer
Legal representative (manager, board member) 6183 s.K. possible Article 35, VUK Article 10 From public receivables that cannot be collected from the company to personal assets; Based on fault in VUK Article 10
Senior manager and legal representative (SGK) 5510 s.K. Article 88 Jointly and severally with the employer from unpaid premiums and other receivables
According to Article 35 of Law No. 6183, limited company partners are directly responsible, in proportion to their capital shares, for public receivables that cannot be collected from the company in whole or in part, or that are understood to be uncollectible. Whether or not the partner takes part in the management or is interested in the company's affairs does not eliminate this responsibility. A partner with a thirty percent share and no signing authority can be pursued for thirty percent of the debt that cannot be collected from the company.
This responsibility is not foreseen for joint stock company shareholders. Being a shareholder in a joint stock company does not alone create public debt liability; Liability only comes to the fore if there is a legal representative status, such as a member of the board of directors.
3. Will the former partner who transferred the shares be saved?
As a rule, no. The second paragraph of the same article, added in 2008, stipulates that in case of transfer of shares, the transferor and the transferee will be held jointly and severally liable for public receivables belonging to the pre-transfer period. The third paragraph regulates that if the shareholders are different persons on the dates when the public receivable arises and must be paid, these persons will be jointly liable.
The critical point for the former partner is the date on which the partnership actually ended. Share transfer in a limited company is valid with the approval of the general assembly. In its decision dated 01.11.2021 and numbered E.2021/2108, K.2021/13193, the 10th Civil Chamber of the Supreme Court of Appeals accepted that after the transfer made at the notary, the transferor continues to be considered a partner until the approval of the board of partners and is responsible for the premium debts accrued until this date. Completing and registering the transfer process quickly directly shortens the liability period.
Legal representatives fulfill the tax duties of legal entities. Taxes and related receivables that cannot be collected from the company because these duties are not fulfilled are collected from the existence of the representative who does not fulfill his duties (VUK article 10). Article 35 of Law No. 6183 also regulates that public receivables that cannot be collected from the company will be collected from the personal assets of the legal representatives. The fact that the company is in liquidation does not remove the representative's liability for the period before liquidation.
In its decision dated 05.02.2025 and numbered E.2024/50, K.2025/7, the Council of State Tax Case Chambers Board emphasized that the liability in Article 10 of the Tax Procedure Law is based on fault and of a second degree nature, and that the pursued receivable should arise from the representative's failure to fulfill his duties. In its decision dated 28.03.2024 and numbered E.2023/5195, K.2024/1544, the 9th Chamber of the Council of State ruled that the old representative cannot be held responsible for the tax accrued upon the agreement of the new representative after the representative duty ends.
In its decision dated 22.10.2024 and numbered E.2022/2916, K.2024/4300, the 7th Chamber of the Council of State evaluated that it would be unfair to hold the representative, who cannot be related to the birth or payment of the debt in terms of Article 35, responsible only because he has a title at the collection stage. These decisions open up an important defense area for people who appear to be managers only on paper or who take office after the debt is incurred.
According to Article 88 of Law No. 5510, if insurance premiums and other receivables are not paid on time without a justified reason, senior managers or officials of legal entity employers, including company board members, and their legal representatives are jointly and severally liable to the Institution together with the employer. Since Law No. 6183 is applied in the collection of corporate receivables, the liability of limited company partners in proportion to their shares also comes to the fore for premium debts.
In disputes regarding premium debt, the competent jurisdiction is not the tax court, but the labor court where the creditor unit of the Institution is located. Applying to the labor court does not automatically stop the pursuit and collection (5510 s.k. art. 88).
In order to go to the partner or manager, the debt must first be duly finalized on behalf of the company and it must be concretely demonstrated that it cannot be collected from the company. The Council of State Tax Case Chambers Board clearly determined this order in its decision dated 05.10.2022 and numbered E.2021/1540, K.2022/1132:
1. A payment order is issued on behalf of the main debtor company and is duly notified.
2. If payment is not made, an asset search is conducted about the company through sources such as banks, land registry and traffic records.
3. As a result of the investigation, it is determined that the receivable cannot be collected from the company.
4. Only then can a payment order be issued on behalf of the partner or legal representative.
The Board found the payment order unlawful in the event that the asset search was carried out after the payment order was notified on behalf of the partner. The 9th Chamber of the Council of State also approved the decision regarding the cancellation of the payment order for the same reason in its decision dated 20.02.2024 and numbered E.2023/3946, K.2024/664. In cases where the company has assets such as vehicles or real estate, going to a partner without converting them into cash is also open to discussion.
A lawsuit can be filed against the payment order within fifteen days from the notification (Article 58 of Article 6183). The competent jurisdiction for tax receivables is the tax court, and for premium receivables, the labor court. If the debt is not paid and a lawsuit is not filed within this period, the obligation to declare assets arises. When the deadline is missed, procedural errors in the payment order often become unclaimable.
A partner of a limited company with a forty percent share transferred his share in 2023 and resigned from the directorate on the same date. In 2026, two payment orders were notified to him, as both a partner and legal representative, for the company's value added tax debts for 2022 and 2024. The tax office conducted the company's assets investigation one month after sending the payment order to the partner.
The former partner may be held responsible for the debts of 2022, in proportion to their shares, together with the transferee, since they relate to the pre-transfer period. Since the 2024 debts arise after both the partnership and the representation have ended, the liability of the legal representative for this period is not defensible against the jurisprudence of the Council of State. In addition, since the asset search is carried out after the payment order, all payment orders are procedurally cancelable in accordance with the decision of the Tax Case Offices Board. It is necessary to apply to the tax court within the fifteen-day lawsuit period and, if necessary, request a stay of execution.
Is the joint stock company partner responsible for the tax debt of the company?
Merely being a shareholder does not create this responsibility. If the shareholder is also a member of the board of directors, liability may arise as a legal representative.
Can the entire debt that cannot be collected from the company be requested from the partner?
Only the portion in proportion to the capital share can be requested from the limited company partner. There is no share ratio limit for legal representative liability.
Is the former partner responsible for the debts arising after the share transfer?
6183 s.k. for public receivables arising after the transfer. Joint liability in Article 35/2 is limited to the pre-transfer period. However, it should be noted that the transfer is valid with the approval of the general assembly and the date of approval can be taken as basis.
Can a travel ban be imposed due to company debt?
An exit ban cannot be imposed by the administration solely on the grounds of tax debt. This issue is discussed in detail in the "Prohibition from Traveling Abroad Due to Tax Debt" guide in the Küheylan Law Firm guide series.
Can the partner or manager who paid the company debt get this money back?
Legal representatives may appeal to the main public debtor company for the amounts they have paid (Article 35 of Article 6183). The partner may also make a claim against the company for the amount paid according to general provisions; However, if the company has no solvency, this right remains effectively limited.
Putting the payment order on hold: Objections based on procedural errors may not be raised after the fifteen-day period has passed.
Thinking that the responsibility ends with the share transfer: The transferor is also responsible for public receivables belonging to before the transfer.
Not registering the resignation from the directorate: Representation that continues on paper creates a risk of prosecution for future debts.
Applying to the wrong court: The tax court has jurisdiction over tax debts and the labor court has jurisdiction over premium debts.
Not questioning the date of the asset search: Conducting the search after the payment order is in itself a reason for cancellation according to the jurisprudence of the Council of State.
Shareholder and director liability for public debts is one of the most serious personal risks for company owners. However, this responsibility is limited by law and subject to order and conditions; The Council of State also forces the administration to act meticulously in terms of fault, period and asset investigation. Küheylan Law Firm; It offers holistic legal support to protect the personal assets of partners and managers, from examining payment orders within a fifteen-day period to annulment cases in tax and labor courts, from planning share transfer and resignation processes to minimize liability to recourse requests. 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.
KÜHEYLAN HUKUK