Non-responsibility of the shareholders from Limited Liability Company’s Debt

The shareholders of a limited liability company shall be obliged only to pay the registered capital shares. Thus, if a shareholder pays the registered capital, s/he shall not be responsible for the trade debt of a company. However, if a shareholder does not pay the registered capital shares, a creditor can initiate an enforcement proceeding against him/her based on article 89 of the Enforcement and Bankruptcy.

Turkish Commercial Code Article 573/2:

A shareholder is not liable for the debts of the company; they shall be obliged only to pay registered capital shares, which they have subscribed, and perform the additional payment and supplemental performance obligations stipulated in the company contract.

The decision of Court of Cassation General Assembly of Civil Chambers 2014/1078E. – 2016/600K.

 In limited liability companies, if a shareholder of the company has a debt to pay registered capital into the company’s legal entity, and if the company’s legal entity has goods, rights and receivables from the company’s shareholder, these items of receivables may be seized by the personal creditors of the company in accordance with Article 89 of the Enforcement and Bankruptcy Law.

The decision of the 11. Civil Court of Cassation 2014/13784E. – 2015/10398K.

 In limited liability companies, which are a type of capital company, the principle of limited liability is valid for the shareholders as a rule, and the main debt of the shareholders is to pay the committed capital. The liability of the shareholders who fully fulfill the capital debt ends. In Turkish Law, the shareholders are not personally liable for the debts of the limited company.