Board of Directors
"What are the duties and liabilities of board members in Turkey?"
Quick Answer
Under the Turkish Commercial Code, board members must act with due care and loyalty in managing and representing the company, and they may face personal liability for losses caused by an unlawful or faulty breach of their statutory or articles-based duties, subject to causation and fault.
Separate statutory regimes may also create personal exposure for certain public debts (such as tax and social security liabilities) depending on representation authority, fault, and the circumstances.
Key Aspects Under Turkish Law
In a Turkish joint-stock company (Anonim Şirket), the board of directors is the principal management and representation body. The Turkish Commercial Code regulates how the board is formed, how representation powers are granted (including signatory authority), which duties can be delegated, and which core duties remain non-transferable.
Key Points to Remember
- Turkish Commercial Code No. 6102 provides the primary legal framework
- Board appointments and representation authorities are typically registered and announced at the Trade Registry, and registration/publication can be critical for third-party reliance on representation powers.
- Board structure, appointment rules, representation authority, and liability are primarily governed by the Turkish Commercial Code and the company’s articles of association.
- Delegation of management is possible under statutory conditions, but the board’s duty of supervision and certain non-transferable duties remain, and liability exposure may continue if oversight is deficient.
Practical Considerations for Businesses
When dealing with board of directors in Turkey, businesses should consider engaging qualified legal counsel familiar with both Turkish law and international business practices. This ensures compliance with local requirements while meeting global standards.
Documentation requirements, timeline considerations, and regulatory approvals vary depending on the specific circumstances of each case. Early planning and proper structuring can help avoid common pitfalls.
Need Expert Legal Guidance?
Our experienced attorneys can help you navigate board of directors under Turkish law.
Schedule a Consultation