Fake invoices used or issued in a Turkish company’s name affect its directors and managers on three separate fronts. On the criminal side, liability is personal. The prison term in Tax Procedure Law (TPL) Art. 359 is imposed on the individual who committed the act, not on the company (Criminal Code Art. 20; TPL Art. 333(3)), and holding the office of legal representative is not in itself proof of intent. On the tax side, the assessment and the threefold tax loss penalty are made in the company’s name (TPL Art. 333(1)). Tax and penalties that cannot be collected from the company may then be collected from the personal assets of legal representatives who did not perform their duties (TPL Arts. 10 and 333(2); Law No. 6183 supplementary Art. 35). The same rules apply to the representatives in Turkey of foreign persons and entities. Partners in a limited company are liable for public receivables that cannot be collected from the company in proportion to their capital shares, and transferring the share does not end that liability (Law No. 6183 Art. 35). Within the company, a director who breaches the duties arising from the law or the articles through fault is liable to the company, its shareholders and its creditors for the resulting loss (Turkish Commercial Code, TCC, Arts. 553(1) and 644). This guide covers all three fronts, including how to challenge a payment order issued against a manager personally. It reflects the law in force on 27 October 2026.
- Short answer: what a manager can be liable for
- Criminal liability: is being the legal representative enough?
- Collecting the company’s tax and penalties from managers
- Conditions before a payment order
- Representatives of foreign companies and foreign directors
- Limited company partners and share transfers
- Liquidation and deregistration
- Challenging a payment order
- Several directors: allocation of duties
- Claims by the company and shareholders against the manager
- The manager’s recourse against the company
- Model action against a payment order
- How Hukukçular Evi can help
- Frequently asked questions
- Related guides
Contact Hukukçular Evi Ankara
If you are, or were, a director or manager of a Turkish company facing a fake invoice assessment, or a payment order has been issued against you personally, the 15-day deadline runs from service. We correspond in English. Hukukçular Evi Ankara: +90 554 648 37 15
Three kinds of liability, three defences. In the criminal case, the manager’s own act and intent are at issue. Against the tax office, personal collection of the company’s debt depends on proper enforcement against the company and on the manager’s failure to perform duties. Within the company, a damages claim against the manager depends on proof of fault by the claimant. Statements made on one front can be used as evidence on the others, so the defences must be consistent.
Short answer: what a manager can be liable for
The obligations a director or manager may face in a fake invoice file have different bases and conditions. The table brings them together.
Heads of liability
| Head | Owed to | Condition | Basis |
|---|---|---|---|
| Prison term | The State (criminal case) | The manager personally and knowingly used or issued the fake document | Criminal Code Arts. 20, 21; TPL Arts. 333(3), 359 |
| Company’s tax and late-payment interest | Tax office | Not collectable from the company; duties not performed | TPL Art. 10; Law 6183 supplementary Art. 35 |
| Tax loss penalty imposed on the company | Tax office | TPL Art. 10 also applies to tax penalties | TPL Art. 333(2); Law 6183 Art. 1 and supplementary Art. 35 |
| Public receivable as limited company partner | Tax office | Not collectable from the company; in proportion to capital share | Law 6183 Art. 35 |
| Company’s loss | Company and shareholders | Breach of duties through fault, and loss | TCC Arts. 553(1), 555, 644 |
| Creditors’ loss | Company creditors | Breach of duties through fault; in bankruptcy, the bankruptcy administration first | TCC Arts. 553(1), 556 |
These heads operate independently. A manager acquitted in the criminal case may still be pursued by the tax office as legal representative for the company’s debt; conversely, personal liability depends on the company’s assessment becoming final and on collection from the company having been attempted. The company-level questions — the letters, the decision between correcting and defending, and the assessment — are covered in our guides on fake invoice allegations and KURGAN tax audits in Turkey and VAT deductions denied for fake invoices.
Criminal liability: is being the legal representative enough?
Criminal liability is personal; no one may be punished for another’s act, and criminal sanctions cannot be imposed on legal entities (Criminal Code Art. 20). TPL Art. 333(3) applies the same principle to tax offences: where the acts in Art. 359 are committed, the penalties provided for them are imposed on those who committed the acts. The defendant in a fake invoice criminal case is therefore not the company but the individual who issued or used the invoice.
The manager’s position in the criminal case
| Situation | What the criminal case examines | Basis |
|---|---|---|
| Single manager who signed the returns | Whether the invoices were recorded with the manager’s knowledge and whether the manager knew they were fake | Criminal Code Arts. 20, 21; TPL Art. 359 |
| Several board members; purchasing assigned to another | Allocation of duties, signing authority and whose decision led to the invoices being recorded | Criminal Code Art. 20; TCC Art. 367 |
| Manager not in office at the time | Office held on the date of the act and participation in it | Criminal Code Art. 20 |
| Manager on paper; business run by someone else | Who actually managed, whose signatures were used, whether there was intent | Criminal Code Arts. 20, 21 |
| Accountant recorded the invoices | The knowledge and participation of the accountant and of the manager are assessed separately | Criminal Code Arts. 20, 37; TPL Art. 360 |
The office of legal representative may be used as a starting point suggesting knowledge of transactions made in the company’s name, but intent must be shown by concrete facts. A conviction resting only on the office held, without evidence that the manager knew the invoices were fake, is inconsistent with the personal nature of criminal liability in Criminal Code Art. 20. The defence in the criminal case is discussed in our Turkish guide on the defence petition in the criminal case (in Turkish), and the position of accountants in our guide on fake invoices and the accountant’s liability (in Turkish).
Collecting the company’s tax and penalties from managers
The fake invoice assessment is made in the company’s name, and tax penalties arising from breaches of the tax laws in the management of legal entities are also imposed on the entity (TPL Art. 333(1)). There are two statutory bases for collecting from a manager what cannot be collected from the company. Under TPL Art. 10, the duties of legal entities are performed by their legal representatives. Tax and related receivables that cannot be collected in whole or in part from the taxpayer because those duties were not performed are collected from the assets of those who failed to perform them. Art. 333(2) applies this rule to tax penalties as well. Under Law No. 6183 supplementary Art. 35, public receivables that cannot be collected, or are understood to be uncollectable, in whole or in part from a legal entity’s assets are collected from the personal assets of its legal representatives.
The two bases compared
| Point | TPL Art. 10 | Law 6183 supplementary Art. 35 |
|---|---|---|
| Scope | Tax and related receivables; tax penalties through TPL Art. 333(2) | Public receivables within Law 6183 Art. 1, including tax and tax penalties |
| Condition | Failure to perform statutory duties, causing the receivable not to be collected from the company | The receivable cannot be, or is understood to be uncollectable, from the company in whole or in part |
| Recourse | The representative may recover taxes paid from the taxpayer | The representative may recover amounts paid from the principal debtor |
| Liquidation | Liquidation does not remove liability for periods before liquidation | Liquidation does not remove liability for periods before liquidation |
| Foreign entities | Applies to the representatives in Turkey of taxpayers not present in Turkey | Applies to the representatives in Turkey of foreign persons or entities |
Two paragraphs added to supplementary Art. 35 in 2008 were annulled by the Constitutional Court in its decision of 19 March 2015 (E.2014/144, K.2015/29). One made legal representatives jointly liable where different persons held office when the receivable arose and when it fell due; the other provided that the TPL rules on legal representatives did not remove liability under this article. Since the annulment, which manager the liability is directed at must be assessed by reference to who held office when the receivable arose and when it fell due.
Conditions before a payment order
A payment order against a manager is a collection measure under Law No. 6183. Before it can be issued, the conditions in the table must be met. Each of them is also a possible ground of challenge.
Conditions for a payment order against a manager
| Condition | Check in a fake invoice file | Basis |
|---|---|---|
| A public receivable due from the company | If the company has sued against the assessment, collection of the disputed part is suspended | Administrative Procedure Law Art. 27(4); Law 6183 Arts. 37, 55 |
| Collection from the company attempted | Whether a payment order was served on the company, its assets researched and attachment carried out | Law 6183 Art. 55 and supplementary Art. 35 |
| Office of legal representative | Whether the person held office when the receivable arose and when it fell due | TPL Art. 10; Law 6183 supplementary Art. 35 |
| Failure to perform duties | Under TPL Art. 10, which duty the manager failed to perform | TPL Art. 10(2) |
| Collection limitation period | Five years from the beginning of the year following the year in which the receivable fell due | Law 6183 Art. 102 |
Whether the company has sued against the assessment is decisive for the manager. Filing a case in the tax court suspends collection of the disputed tax and penalties (Administrative Procedure Law Art. 27(4)), so a payment order issued to a manager before the company’s assessment becomes final should be reviewed on that ground. The company’s own action is discussed in our Turkish guide on tax court action against fake invoice assessments (in Turkish).
Representatives of foreign companies and foreign directors
Both statutory bases expressly extend to representatives of foreign persons. TPL Art. 10(2) states that the rule applies to the representatives in Turkey of taxpayers not present in Turkey, and Law No. 6183 supplementary Art. 35 states that it applies to the representatives in Turkey of foreign persons or entities. For a foreign group, this means personal exposure is not confined to directors of a Turkish subsidiary; it can reach the person who represents a foreign company’s branch or other presence in Turkey.
Points for foreign groups
| Situation | Exposure | Basis |
|---|---|---|
| Foreign national serving as board member of a Turkish joint stock company | Legal representative of the company; personal collection if the conditions are met | TPL Art. 10; Law 6183 supplementary Art. 35 |
| Foreign national serving as manager of a limited company | Same, and additionally as partner if the manager holds a share | TPL Art. 10; Law 6183 Art. 35 and supplementary Art. 35 |
| Representative of a foreign company’s branch in Turkey | Covered by the express extension to representatives of foreign persons | TPL Art. 10(2); Law 6183 supplementary Art. 35 |
| Foreign parent as partner of a limited company | Liable in proportion to its capital share for receivables not collectable from the company | Law 6183 Art. 35(1) |
| Foreign manager under criminal investigation | A judge may impose a ban on leaving the country as judicial control | Code of Criminal Procedure Art. 109(3)(a) |
Who may serve on the board of a Turkish company, and on what conditions, is explained in our guide Can a Foreigner Be a Board Member or Manager of a Turkish Company?. Company liability for the acts of managers and employees more generally is covered in our guide on company liability for managers and employees in Turkey.
Limited company partners and share transfers
Partners in a limited company are directly liable, in proportion to their capital shares, for public receivables that cannot be collected, or are understood to be uncollectable, from the company in whole or in part, and are pursued under Law No. 6183 (Art. 35(1)). This liability does not depend on holding management office; a partner who never took part in management may be pursued for its share. The provision is limited by its wording to partners in limited companies.
Liability of partners and managers
| Situation | Liability | Basis |
|---|---|---|
| Partner, not a manager | In proportion to capital share | Law 6183 Art. 35(1) |
| Partner and manager | In proportion to share, and separately as legal representative | Law 6183 Art. 35 and supplementary Art. 35; TPL Art. 10 |
| Partner transferred its share | Transferor and transferee jointly liable for receivables relating to the period before transfer | Law 6183 Art. 35(2) |
| Different partners when the receivable arose and when it fell due | Those persons are jointly liable | Law 6183 Art. 35(3) |
Because fake invoice examinations can reach back several years, persons who became partners after the period examined, or who transferred their shares, may be pursued under these rules. Warranty and indemnity provisions on tax examination risk in share transfer agreements determine who bears that risk between the parties.
Liquidation and deregistration
Liquidating the company does not remove the manager’s liability for earlier periods. Under TPL Art. 10, the fact that a legal entity has entered or completed liquidation does not remove its legal representatives’ liability for periods before liquidation began. Paragraphs added by Law No. 7103 also determine in whose name assessments and penalties are made for companies removed from the trade registry.
Assessment after liquidation and deregistration
| Situation | Assessment and penalty made in the name of | Basis |
|---|---|---|
| Company liquidated and deregistered; periods before liquidation | Any of the legal representatives, jointly liable | TPL Art. 10(5) |
| Same; liquidation period | Any of the liquidators; liability limited to amounts distributed in liquidation | TPL Art. 10(5) |
| Limited company partners; periods before liquidation | Liable in proportion to the capital they contributed | TPL Art. 10(5) |
| Legal personality ended for another reason | Any of the legal representatives, jointly liable | TPL Art. 10(6) |
Liquidating a company that carries fake invoice risk can therefore make its managers the direct addressees of the examination and the assessment. Before a liquidation decision, KURGAN letters, preliminary findings and pending examinations relating to past periods should be reviewed.
Challenging a payment order
A payment order issued against a legal representative or partner requires the debtor to pay, or to declare its assets, within 15 days (Law 6183 Art. 55). A person served with a payment order may object, within 15 days of service, that there is no such debt, that it has been partly paid or that it is time-barred (Law 6183 Art. 58). Disputes on the application of Law No. 6183 are heard by the tax courts (Law No. 2576, Art. 6(b)).
Grounds of challenge for a legal representative
| Ground | Content | Basis |
|---|---|---|
| The company’s debt is not final | The company has sued against the assessment and collection of the disputed part is suspended | Administrative Procedure Law Art. 27(4) |
| Enforcement against the company not exhausted | No payment order served on the company, no asset research, no attachment | Law 6183 Art. 55 and supplementary Art. 35 |
| No representative capacity | The claimant was not legal representative when the receivable arose and fell due | TPL Art. 10; Law 6183 supplementary Art. 35 |
| No breach of duty shown | Under TPL Art. 10, the duty the claimant failed to perform is not identified | TPL Art. 10(2) |
| Limitation | The collection limitation period has expired | Law 6183 Art. 102 |
| Share proportion exceeded | A limited company partner is asked for more than its capital share | Law 6183 Art. 35(1) |
Actions against collection measures do not suspend collection automatically; a stay of execution may be requested (Administrative Procedure Law Art. 27(4)). The petition against a payment order should therefore include a separate request for a stay. The Constitutional Court annulled, on 21 April 2022 (E.2021/119, K.2022/48), the paragraph of Art. 58 that imposed a 10% surcharge on debtors whose objections were rejected.
Several directors: allocation of duties
Where a board has several members, or a limited company several managers, it matters for both criminal and civil liability in whose area of responsibility the fake invoices were recorded. Under TCC Art. 553(2), bodies or persons who lawfully delegate a statutory or constitutional duty or power to others are not liable for the acts and decisions of those persons unless it is proved that they did not exercise reasonable care in selecting them. Under Art. 553(3), no one may be held liable for breaches of the law or the articles, or for irregularities, outside their control.
Effect of the allocation of duties
| Situation | Effect on civil liability | Basis |
|---|---|---|
| Purchasing and accounting delegated to another member by internal regulation | The delegating member is not liable unless lack of care in selection is proved | TCC Arts. 367, 553(2) |
| Transaction outside the member’s knowledge and control | No liability for breaches outside one’s control | TCC Art. 553(3) |
| Several directors liable for the same loss | Each is jointly liable to the extent the loss can be personally attributed, according to fault and circumstances | TCC Art. 557(1) |
Internal regulations on the allocation of duties, board resolutions, signature circulars and purchasing procedures are the key evidence for a director in both the criminal case and a civil claim. The allocation of duties does not, however, by itself remove liability as legal representative towards the tax office; that liability is assessed separately under TPL Art. 10 and Law No. 6183 supplementary Art. 35.
Claims by the company and shareholders against the manager
Tax, interest and penalties paid by the company because of fake invoices reduce its assets. If a director caused that loss by breaching the duties arising from the law or the articles through fault, the director is liable to the company, its shareholders and its creditors (TCC Art. 553(1)). The rule applies to managers of limited companies through TCC Art. 644. Board members must perform their duties with the care of a prudent manager and protect the company’s interests in good faith (TCC Art. 369(1)); the same duty is set for limited company managers in TCC Art. 626.
Elements of the liability action
| Issue | Rule | Basis |
|---|---|---|
| Who may sue | The company and each shareholder; a shareholder may claim payment only to the company | TCC Art. 555(1) |
| Burden of proving fault | As a rule, on the claimant | TCC Art. 553(1) |
| Several liable persons | Differentiated joint liability according to fault and circumstances | TCC Art. 557(1) |
| Release by the general meeting | Limited to the facts disclosed; shareholders who did not vote for it may sue within six months of the resolution | TCC Art. 558 |
| Limitation | Two years from learning of the loss and the liable person, and in any event five years from the act; a longer criminal limitation period applies if the act is an offence subject to one | TCC Art. 560 |
| Jurisdiction | The commercial court of the company’s registered seat is also competent | TCC Art. 561 |
| Mediation | A precondition for actions for payment of money and compensation | TCC Art. 5/A |
The release defence matters in fake invoice files: the general meeting may have released the manager before the examination began. Because a release covers only facts disclosed to the meeting, it does not bar a liability action for fake invoice transactions that were not disclosed.
The manager’s recourse against the company
A manager who pays the company’s tax from personal assets as legal representative may recover the amount from the principal taxpayer, the company (TPL Art. 10(3); Law 6183 supplementary Art. 35(4)). Whether the manager was at fault in the use of the fake invoices determines the outcome between the manager and the company.
Outcome between manager and company
| Situation | Outcome | Basis |
|---|---|---|
| Manager not at fault; paid the company’s debt | May claim the amount paid from the company | TPL Art. 10(3); Law 6183 supplementary Art. 35(4) |
| Manager knowingly had the fake invoices recorded | The company may set off its damages claim under TCC Art. 553 against the manager’s recourse claim | TCC Art. 553(1); Code of Obligations Art. 139 |
| Several managers; one paid | Recourse against the others according to fault is arguable | TCC Art. 557 |
The company may also have claims against the seller that issued the fake invoice. Those claims do not in themselves remove the manager’s liability, but the same loss cannot be recovered twice. Claims against the seller are discussed in our Turkish guide on recourse and damages claims against the seller (in Turkish).
Model action against a payment order
The model below is prepared for a former manager against whom a payment order was issued as legal representative, for an assessment made against the company on fake invoice grounds that the company is challenging in the tax court. It is an English working draft for group review; the petition filed with the tax court must be in Turkish and completed with the facts of the file.
REQUEST FOR A STAY OF EXECUTION
CLAIMANT : ……………, identity/passport no. ……………
REPRESENTED BY : Av. ……………
DEFENDANT : …………… Tax Office
SUBJECT : Stay of execution and annulment of payment order no. …… dated …/…/2026, issued against the claimant as legal representative for the 20… VAT debt and tax loss penalty of …………… Limited Şirketi.
DATE OF SERVICE : …/…/2026
AMOUNT IN DISPUTE : TRY ……
EXPLANATIONS
The claimant was manager of …………… Limited Şirketi between …… and ……. VAT was assessed against the company for periods in 20… on the ground that fake documents were used, and a threefold tax loss penalty was imposed. The company has challenged that assessment before the …………… Tax Court under file no. ……. A payment order was nevertheless issued against the claimant on the basis of Law No. 6183 supplementary Art. 35 and TPL Art. 10. The payment order is unlawful for the following reasons.
1. Administrative Procedure Law Art. 27(4) and Law 6183 Art. 55: no public receivable is due
Filing a case in the tax court suspends collection of the disputed tax and penalties. Since the company’s case is pending, no collectable receivable exists against the company. A payment order cannot be issued against a legal representative for a receivable that cannot be collected from the principal debtor.
2. Law 6183 supplementary Art. 35 and TPL Art. 10: collection from the company was not attempted
A legal representative’s liability depends on the receivable being uncollectable, or understood to be uncollectable, from the company’s assets. The file contains no document showing that a payment order was duly served on the company, that its assets were researched or that attachment was unsuccessful.
3. TPL Arts. 10 and 333(2): no failure by the claimant to perform duties has been shown
The payment order does not identify which statutory duty the claimant failed to perform or how the company’s debt became uncollectable as a result. During the claimant’s term, the company’s returns were filed and the tax accrued was paid on time. The alleged use of fake documents occurred without the claimant’s knowledge, and no criminal case has been brought against the claimant on that ground.
4. Law 6183 supplementary Art. 35: representation when the receivable arose and fell due was not considered
Part of the amount relates to periods after the claimant left office on …/…/……. The claimant cannot be held liable for receivables of periods in which the claimant was not legal representative. The paragraph that made different representatives jointly liable was annulled by the Constitutional Court (E.2014/144, K.2015/29).
5. Administrative Procedure Law Arts. 27(2) and 27(4): a stay of execution is required
An action against a collection measure does not suspend collection automatically. If the payment order is enforced, the claimant’s personal assets will be attached and damage that is difficult to remedy will arise. The payment order is clearly unlawful for the reasons above.
CONCLUSION AND REQUEST : For these reasons, we request (1) a stay of execution of the payment order without security, (2) annulment of the payment order and (3) an order that the costs and attorney’s fees be borne by the defendant. …/…/2026
Counsel for the Claimant
Av. ……………
ANNEXES : Payment order and proof of service; the company’s tax court petition and case record; trade registry gazette entries; power of attorney.
The action must be filed within 15 days of service of the payment order (Law 6183 Art. 58). The account given in this petition must be consistent with the manager’s defence in any criminal case.
How Hukukçular Evi can help
In fake invoice files, a manager’s liability runs on three fronts at once: criminal, tax and internal. Hukukçular Evi Ankara establishes the manager’s position and the allocation of duties in the criminal case, and conducts the company’s action against the assessment together with actions against payment orders issued to managers personally. It also assesses the liability of limited company partners and of those who transferred shares, reviews risk before liquidation, and builds or answers liability and recourse claims between the company and its managers. We work in English with foreign directors and group legal teams. The scope of the service is described on our fake invoice defence page (in Turkish), and the lawyer’s profile is on the author page. You can reach us on +90 554 648 37 15.
Frequently asked questions
If the company used fake invoices, will the manager go to prison?
Criminal liability is personal; the penalty is imposed on the individual who personally and knowingly used or issued the fake document. Holding the office of manager is not enough on its own (Criminal Code Art. 20; TPL Art. 333(3)).
Can the threefold penalty imposed on the company be collected from the manager?
Tax penalties that cannot be collected from the company may be collected from a legal representative who failed to perform duties; TPL Art. 10 also applies to tax penalties (TPL Art. 333(2); Law 6183 supplementary Art. 35).
Must the tax office go to the company first?
Yes. A legal representative’s liability depends on the receivable being uncollectable, or understood to be uncollectable, from the company’s assets in whole or in part (TPL Art. 10; Law 6183 supplementary Art. 35).
Can a payment order be issued to the manager while the company’s case is pending?
Filing a case in the tax court suspends collection of the disputed tax and penalties (Administrative Procedure Law Art. 27(4)). A payment order issued to the manager in that situation can be challenged as unlawful.
Am I liable for periods after I left office?
Liability is assessed by reference to who held office when the receivable arose and when it fell due. The paragraph making representatives of different periods jointly liable was annulled by the Constitutional Court in 2015 (E.2014/144, K.2015/29).
Does this apply to the representative of a foreign company in Turkey?
Yes. TPL Art. 10(2) and Law 6183 supplementary Art. 35 expressly extend to the representatives in Turkey of foreign persons and entities.
As a limited company partner who is not a manager, am I liable?
Yes. Partners in a limited company are liable for public receivables not collectable from the company in proportion to their capital shares (Law 6183 Art. 35(1)).
Does transferring my share end my liability?
No. The transferor and the transferee are jointly liable for receivables relating to the period before the transfer (Law 6183 Art. 35(2)).
Will liquidating the company end the liability?
No. Liquidation does not remove legal representatives’ liability for earlier periods, and assessments for pre-liquidation periods of deregistered companies are made in the name of the legal representatives (TPL Art. 10).
What is the deadline to challenge a payment order?
Fifteen days from service (Law 6183 Art. 58). The action is brought in the tax court (Law No. 2576, Art. 6(b)).
Does challenging the payment order stop attachment?
Not automatically; a stay of execution must be requested (Administrative Procedure Law Art. 27(4)).
If I pay the company’s debt, can I recover it from the company?
Yes. A legal representative may recover amounts paid from the principal debtor (TPL Art. 10(3); Law 6183 supplementary Art. 35(4)).
Can the shareholders sue the manager over fake invoices?
Yes. A director who causes loss to the company by breaching duties through fault is liable to the company and its shareholders; a shareholder may claim payment to the company (TCC Arts. 553(1), 555(1), 644).
Does the general meeting’s release protect the manager?
A release covers only the facts disclosed. It does not bar a liability action for fake invoice transactions not disclosed to the general meeting (TCC Art. 558).
Am I liable if the task belonged to another director?
Where a duty was lawfully delegated, there is no liability unless lack of reasonable care in selecting the delegate is proved, and there is no liability for breaches outside one’s control (TCC Art. 553(2)-(3)).
Related guides
- Fake Invoice Allegations and KURGAN Tax Audits in Turkey — the entry point to this series
- VAT Deduction Denied for Fake Invoices in Turkey: How the Assessment Is Calculated
- Can a Foreigner Be a Board Member or Manager of a Turkish Company?
- Company Liability for Managers and Employees in Turkey
- Legal Guide for Foreign Investors in Turkey (Türkiye) 2026
- Company Formation in Turkey for Foreigners
- Travel Bans in Fake Invoice Investigations (in Turkish)
- Precautionary Attachment in Fake Invoice Cases (in Turkish)
- Fake Invoices and the Accountant’s Liability (in Turkish)
- Fake Invoice and KURGAN Decision Tool (in Turkish)
Important note: This guide is for general information only and does not constitute legal or tax advice on any matter. Personal liability depends on the office held, the dates concerned, the duties allocated and the enforcement steps taken against the company, and must be assessed on the file. It does not suggest that any company or person has committed an offence; the presumption of innocence applies. It reflects the law in force on 27 October 2026. Legislation and sources relied on: Tax Procedure Law No. 213, Arts. 10, 333, 359 and 360; Law No. 6183, Arts. 1, 35, supplementary 35, 37, 55, 58 and 102; Law No. 2576, Art. 6; Administrative Procedure Law No. 2577, Art. 27; Criminal Code No. 5237, Arts. 20, 21 and 37; Code of Criminal Procedure No. 5271, Art. 109; Turkish Commercial Code No. 6102, Arts. 5/A, 367, 369, 553, 555–558, 560, 561, 626 and 644; Code of Obligations No. 6098, Art. 139; Constitutional Court decisions E.2014/144, K.2015/29 (19 March 2015) and E.2021/119, K.2022/48 (21 April 2022).
Personal exposure needs its own review
Criminal liability, personal liability for the company’s tax and internal claims should be assessed together. We work in English with foreign directors and group legal teams. Hukukçular Evi Ankara: +90 554 648 37 15
