The liability of the partners and the manager for the debts of the Limited company,Lawyer in Alanya
First of all,dear guest of our page, welcome.In this article, we will inform about the responsibility of the Limited liability company, which is the most preferred type of company in our country.If there is a topic that is not mentioned here but you want to learn, you can consult a lawyer in Alanya/Antalya.
The liability of the partners and the manager for the debts of the Limited company
I. Limited Liability Of Partners
According to the relevant article of the Turkish Commercial Code, “the partners are not responsible for the company’s debts, but are only obliged to pay the principal share of capital they have committed and to fulfill the additional payment and subsidiary obligations stipulated in the company contract.”Therefore, the liability of the partners is limited to the share of capital they are committed to; however, this debt is only against the limited partnership.In other words, creditors will not be able to apply for the assets of the partners and will also not be able to pursue the partners for their receivables from the company.At this stage, you can consult a lawyer in Alanya.Because within the scope of this issue, there may be a legal dispute.
II. Non-Collectible Public Receivables From The Company
a. Liability Of Partners For Public Debt
The exception to the fact that the partners are not liable for the debts of the Limited liability company is the public debts of the company.This matter is regulated as follows in the relevant law.Limited liability company partners shall be directly liable to the tax office in the proportion of their share capital for public receivables which are not fully or partially collectible or which are understood not to be collectible.At this stage we recommend that you consult a lawyer in Alanya/Antalya.
The following are the conditions to be provided for the implementation of this provision:
i.The credit should be the public credit.
ii.The public credit must not be fully or partially collected from the company, or it must be understood that it cannot be collected.
Once these conditions are met, the responsibility of the partners will arise for the public debt.However, it is not possible to pursue directly against the partners in order to collect the public receivables.According to the decision of the Supreme Court,it is necessary to first apply to the company for public receivables and if the receivables are not collected from the company,it must apply to the company partners.The liability of the shareholders for non-collectible public receivables from the company is in the ratio of Capital shares in accordance with the relevant provision.This stage is also a place where legal disputes arise.You can consult a lawyer in Alanya or Antalya.
b. Principal’s Responsibility For Public Debts
Legal representatives are also personally responsible for non-collectible public debts of Limited companies in addition to the partners.
Pursuant to Article 10 of Tax Procedure Law numbered 213, “If legal entities … are taxpayer or tax responsible, their obligations shall be executed by their legal representatives … If legal representatives fail to fulfill these obligations, the amount of tax debt of a company which cannot be wholly or partially collected from the assets of the legal entity shall be collected from the personal assets of the legal representatives.”
In addition to the abovementioned provision, pursuant to Article 35 of LCPA, it is repeated that “Public claims which wholly or partially cannot be collected or apparently will not be collected from the assets of the legal entities … shall be collected from the personal assets of the legal representatives … in accordance with the provisions of this law.”(1)
Accordingly, the manager, under another name of the legal representative, is personally responsible for the public debts which cannot be collected in part or in whole from the limited liability company’s assets.The point to note here is that the limited liability principle that applies to partners does not apply to the manager.Because, while the partners are held responsible for their public receivables only in the proportion of their share of capital, the responsibility of the manager is as much as the entire debt.
We are also a company lawyer as a law firm in Alanya.We provide legal services especially within the scope of limited companies.We also do free counseling.
Yes, dear guest of our page, This is the end of our article.If you have any questions, please contact us.