Can a Foreigner Be a Board Member or Manager of a Turkish Company? 2026 — TCC Arts. 359, 370 and 623: Citizenship and Residence, Legal-Entity Members, Signature Declaration, Electronic Meetings, Work Permits and Personal Liability for Tax and Social Security Debts

Turkish version (Türkçe sürüm): Yabancı Türk Şirketinde Yönetim Kurulu Üyesi veya Müdür Olabilir mi?

A foreign national may be a board member of a Turkish joint stock company or a manager of a Turkish limited liability company, and a company incorporated abroad may also be appointed as a board member or manager. The original text of Turkish Commercial Code No. 6102 (TCC) required, for joint stock companies, that “at least one member authorised to represent the company must be domiciled in Turkey and be a Turkish citizen”; this sentence, and the requirement of residence in Turkey for managers of limited liability companies, were repealed by Law No. 6335 (Official Gazette of 30 June 2012) before the Code entered into force. Today the entire board of directors may consist of foreigners who do not live in Turkey. In a limited liability company, what matters is not nationality but being a partner: at least one of the managers must be a partner (TCC Art. 623(1)). A foreign manager’s signature declaration may be given abroad at a Turkish consulate or before a foreign authority, and the manager may attend meetings electronically if the articles of association so provide. On the other hand, a foreign manager who will work in Turkey needs a work permit or a work permit exemption, and being a foreigner does not remove civil liability for culpable breach under TCC Art. 553 or, where the statutory conditions are met, personal liability for tax and social security premium debts. This guide explains, with reference to the statutory provisions, the conditions for foreign board members and managers, legal-entity members, representation authority, remote management, registration documents, work permits, remuneration and taxes, personal liability, leaving office and the special laws that require Turkish citizenship. In this guide, “manager” is used generically for both board members of joint stock companies and managers of limited liability companies unless the context indicates otherwise.

Is there a citizenship or residence requirement?

One of the questions foreign investors ask most often is whether they must put a Turkish citizen, or a manager living in Turkey, at the head of the company they set up or buy in Turkey. The answer changed in 2012. When Turkish Commercial Code No. 6102 was adopted in 2011, the first paragraph of Article 359 on the board of directors of a joint stock company ended with this sentence: “At least one member authorised to represent the company must be domiciled in Turkey and be a Turkish citizen.” A requirement of residence in Turkey was also provided for managers of limited liability companies (Art. 628 in the original text).

These provisions were repealed before they were ever applied. Law No. 6335 (Official Gazette of 30 June 2012), published one day before the Turkish Commercial Code entered into force on 1 July 2012, repealed the last sentence of Art. 359(1), the second and third sentences of Art. 359(3) and Art. 628 (Law No. 6335, Art. 43). As a result, there is no longer any nationality or residence requirement for board members and managers. Today, TCC Art. 359(1) states only that a joint stock company has a board of directors consisting of one or more persons appointed by the articles of association or elected by the general assembly. Art. 370(2) on representation requires only that at least one board member hold representation authority; that member’s citizenship or place of residence is irrelevant.

The removal of the nationality requirement does not mean that a foreign manager is subject to no special rules. Three separate areas must be examined. First, some special laws require Turkish citizenship for founders or managers in certain sectors; these are listed below in the section on special laws. Second, International Labour Force Law No. 6735 applies to a foreigner who will actually work in Turkey. Third, as the company’s legal representative, a board member or manager may bear personal liability under tax and social security legislation where the statutory conditions are met. In addition, although there is no legal obligation, having an authorised signatory in Turkey for day-to-day dealings with the tax office, the Social Security Institution, banks and the trade registry is a practical need for most companies. That need can be met by delegating representation authority, as explained below.

The general framework for foreign investors is the rule that, unless otherwise provided by international agreements and special laws, foreign direct investment is free and foreign investors are subject to equal treatment with domestic investors (Foreign Direct Investment Law No. 4875, Art. 3(a)). The steps of company formation, capital and the document list are explained in our guide Company Formation in Turkey for Foreigners.

Foreign board member in a joint stock company

The management and representation body of a joint stock company is the board of directors. The board consists of one or more persons appointed by the articles of association or elected by the general assembly (TCC Art. 359(1)). In a single-shareholder joint stock company, the foreign sole shareholder may elect himself, herself or itself, or a person it designates, to a one-member board. Members must have full legal capacity (Art. 359(3)). A foreign natural person’s capacity to act is, as a rule, governed by his or her national law (Law No. 5718 on International Private and Procedural Law (IPPL), Art. 9(1)); accordingly, the age of majority is, as a rule, determined by the law of the country of which the foreigner is a citizen, while interdiction (restriction of capacity) is governed separately by Art. 10 of that Law. Grounds that terminate membership also bar election (Art. 359(4)).

Board members need not be shareholders. On the Ministry of Trade’s frequently asked questions page on companies, a written declaration by non-shareholder board members that they accept the office is listed as a required document. This allows a foreign parent company to appoint group executives or independent professionals to the management of its Turkish subsidiary without transferring shares to them.

Board members are elected to serve for a maximum of three years; unless the articles of association provide otherwise, the same person may be re-elected (Art. 362(1)). If a seat becomes vacant for any reason, the board temporarily elects a person meeting the legal requirements and submits the appointment to the approval of the next general assembly (Art. 363(1)). Board members, even if appointed by the articles of association, may be dismissed at any time by a general assembly resolution if there is a relevant item on the agenda or, even without such an item, if there is just cause; the dismissed member’s right to compensation is reserved (Art. 364).

The board of directors is authorised to decide on all matters not reserved to the general assembly by law or the articles of association; however, certain duties cannot be delegated. Duties such as the senior management of the company and the giving of instructions, determining the management organisation, establishing the system needed for accounting, financial control and financial planning, overseeing the persons in charge of management and preparing general assembly meetings remain with the board (TCC Art. 375). A board made up of foreign members, even if it leaves day-to-day business to a manager in Turkey, continues to be responsible for these duties and for supervising their performance.

A company abroad as board member or manager

Foreign investors often want to appoint the parent company itself to the management of the Turkish company. The TCC allows this. If a legal entity is elected to the board of directors, only one natural person designated by the legal entity is registered and announced on its behalf together with the legal entity; in addition, the fact that the registration and announcement have been made is immediately disclosed on the company’s website. Only this registered person may attend meetings and vote on behalf of the legal entity (TCC Art. 359(2)). This natural person must also have full legal capacity (Art. 359(3)). Likewise, in a limited liability company, where one of the managers is a legal entity, that entity designates a natural person to perform the role on its behalf (TCC Art. 623(2)).

The Code imposes no requirement as to the country in which the legal entity is incorporated or the nationality of the natural person designated on its behalf. A parent company incorporated abroad may therefore be a board member or manager, and the person acting on its behalf may be a foreigner. In practice, trade registry offices ask for a current extract or certificate of good standing from the registry in which the foreign legal entity is registered, with an apostille or consular legalisation and a notarised Turkish translation, and for the resolution of the competent body designating the natural person who will act on behalf of the legal entity. Because how recent the documents must be, and their required form, may vary between registry offices, confirmation should be obtained from the relevant office before applying.

Having the parent company itself as a board member makes intra-group control easier; the parent can renew its representative on the board by changing the person acting on its behalf. This change must also be registered and announced. On the other hand, this structure makes the parent company abroad a body of the Turkish company; the parent’s position should also be taken into account when assessing civil liability for management and legal-representative liability for public receivables.

Representation authority, signature and delegation

Management and representation are separate concepts. Management means taking decisions within the company; representation means entering into transactions with third parties on the company’s behalf and signing under the company’s trade name. Unless the articles of association provide otherwise or the board consists of a single person, representation authority belongs to the board of directors, to be exercised by two signatures (TCC Art. 370(1)). The board may delegate representation authority to one or more managing members or, as managers, to third persons; at least one board member must hold representation authority (Art. 370(2)).

Delegating management additionally requires an enabling provision in the articles of association and an internal directive issued by the board: through a provision in the articles of association, the board may be authorised to delegate management, in whole or in part, to one or more members or to a third person in accordance with an internal directive (Art. 367(1)). The board may also appoint board members who are not authorised to represent the company, or persons bound to the company by an employment contract, as commercial agents or other commercial auxiliaries with limited authority; their duties and powers are set out in the internal directive, the internal directive and the appointees are registered and announced, and the board is jointly and severally liable for any damage these persons cause (Art. 371(7)).

Those authorised to represent the company may carry out, on its behalf, all kinds of business and legal transactions falling within the company’s purpose and scope of business and may use the company’s trade name for that purpose (Art. 371(1)). A restriction of representation authority has no effect against third parties acting in good faith; however, registered and announced restrictions limiting representation authority to the business of the head office or a branch, or providing for its joint exercise, are valid (Art. 371(3)). The board submits a notarised copy of its resolution showing the persons authorised to represent the company and the manner of representation to the trade registry for registration and announcement (Art. 373(1)). A foreign investor should therefore frame how much authority it gives a local manager not only through internal instructions but through the registered representation resolution. For example, it may be provided that the local manager signs certain transactions jointly with a foreign member; however, the effect of amount-based limits against third parties in good faith is disputed in legal commentary, because Art. 371(3) expressly recognises as valid only restrictions to head office or branch business and restrictions requiring joint exercise.

Whichever model is chosen, the person given representation authority must be registered with the trade registry; registration shows third parties who can bind the company. After registration, a legal defect in the election or appointment can be raised against third parties only if it is proven that they knew of the defect (Art. 373(2)). The sharing of management between shareholders, veto rights and deadlock solutions are explained in our guide Shareholders’ Agreements in Turkey.

Foreign manager in a limited liability company

A limited liability company has no board of directors; it is managed and represented by a manager or managers. TCC Art. 623(1) reads: “The management and representation of the company are regulated by the articles of association. By the articles of association, the management and representation of the company may be entrusted to one or more partners holding the title of manager, to all partners or to third persons. At least one partner must have the right to manage and the authority to represent the company.” This provision likewise contains no nationality or residence requirement. A foreign partner may be a manager, and third persons who are not partners, whether foreign or Turkish citizens, may also be appointed as managers. What distinguishes the limited liability company from the joint stock company is the requirement that at least one of the managers be a partner.

The practical consequence of this rule for foreign investors is significant. In a limited liability company whose sole partner is a foreign natural person, that person must be a manager. If the sole partner is a company incorporated abroad, the parent company becomes the manager and designates a natural person to perform the role on its behalf (Art. 623(2)). A non-partner manager living in Turkey may be added alongside this partner-manager, but the partner-manager’s right to manage and authority to represent cannot be removed entirely. In a joint stock company, by contrast, the board may consist entirely of non-shareholders. Where the foreign investor does not want itself or its parent company to appear in the registry as a legal representative, this difference may be decisive in choosing the type of company. Conversion of a limited liability company into a joint stock company is explained in our article Tür Değiştirme (in Turkish).

The appointment and dismissal of managers, and the determination of their remuneration and their release from liability, are among the non-delegable powers of the general assembly (TCC Arts. 616(1)(b) and 616(1)(f)). Managers are authorised to take and implement decisions on all management matters not reserved to the general assembly by law or the articles of association (Art. 623(3)). Where the company has more than one manager, the general assembly designates one of them as chair of the board of managers (Art. 624). Duties such as senior management, accounting and financial control, preparation of the financial statements and notifying the court in the event of over-indebtedness are among the managers’ non-delegable and inalienable duties (Art. 625). Managers must perform their duties with all due care and faithfully protect the company’s interests; the same article also imposes a non-compete obligation on managers (Art. 626). Managers must treat partners equally under the same conditions (Art. 627). The general assembly may dismiss managers at any time and restrict their powers, and any partner may, where there is just cause, ask the court to remove or restrict a manager’s right to manage and authority to represent (Art. 630).

Managing from abroad: electronic meetings and written resolutions

If all or some board members live abroad, how resolutions will be adopted should be planned from the outset. The TCC offers two tools for this. The first is the electronic meeting: provided that the articles of association so provide, meetings of the board of directors and of the board of managers in capital companies may be held entirely electronically, or some members may attend electronically a meeting at which others are physically present (TCC Art. 1527(1)). The procedure is governed by the Communiqué on Meetings Held Electronically in Commercial Companies Other Than General Assemblies of Joint Stock Companies (Official Gazette of 29 August 2012); a company that will hold electronic meetings must include a provision allowing this in its articles of association.

Unless the articles of association provide for a higher quorum, the board of directors meets with the majority of the total number of members and adopts its resolutions by the majority of the members present; this rule also applies where the board meets electronically (TCC Art. 390(1)). The second tool is the written resolution: provided that no member requests a meeting, board resolutions may also be adopted by obtaining the written approval of at least the majority of the total number of members to a proposal made by one member on a specific matter and drafted in the form of a resolution. Making the same proposal to all board members is a condition of validity for a resolution adopted in this way; pasting the sheets bearing the approval signatures into the board resolution book, or converting them into a resolution bearing the signatures of those who approved it and entering it in the book, is also necessary for the resolution to be valid (Art. 390(4)). This method, known in practice as “circulation”, makes it possible to adopt resolutions without a meeting; however, collecting the wet-ink approvals of members abroad in time and entering them in the resolution book (TCC Art. 64(3)) must be organised separately.

Appointment, registration and signature declaration

In a joint stock company, board members are appointed by the articles of association or elected by the general assembly (TCC Art. 359(1)); in a limited liability company, managers are designated by the articles of association or appointed by the general assembly (Arts. 616(1)(b) and 623(1)). The appointment resolution and the resolution showing the persons authorised to represent the company are registered with the trade registry and announced in the Turkish Trade Registry Gazette (Art. 373(1)). Unless otherwise provided in the Code or the Trade Registry Regulation, the period for requesting registration is fifteen days; for those residing outside the jurisdiction of the registry office it is one month, and the period runs from the date on which the transaction requiring registration took place (Trade Registry Regulation, Art. 33). Trade registry entries take legal effect against third parties from the business day following the day on which the registration is announced in the Turkish Trade Registry Gazette (TCC Art. 36(1)).

The signatures of authorised signatories are obtained electronically from the signature data held in the databases of public institutions and recorded in the registry file; persons with no signature record in those databases give their signature declaration to the trade registry office, under a procedure set by a communiqué of the Ministry of Trade (TCC Art. 40(2), as amended by Law No. 7263). A foreign manager with no identity or signature record in Turkey may, if in Turkey, give the signature declaration at the trade registry office; for a manager who does not speak Turkish, having a sworn translator present shows that the content of the signed declaration was understood.

For a manager abroad, the relevant provision reads: “The signature declaration of authorised signatories located in a foreign country may be prepared by having their signatures certified by the Turkish consulate in that country or by the authorities competent under that country’s legislation. Signature declarations issued by foreign authorities must be certified by the Turkish consulate or in accordance with the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, and submitted to the registry office together with a notarised Turkish translation.” (Communiqué on the Signing of Company Articles of Association at Trade Registry Offices, Art. 12(4), as amended in the Official Gazette of 20 February 2021). In countries party to the Hague Convention this certification is made by an apostille; in non-party countries consular legalisation is required.

Because the registration period is short, preparation of the signature declaration of a manager abroad should start before the appointment resolution. The apostille and translation stages may take from a few days to a few weeks; especially where the entire board changes, there is a risk that no one will be able to represent the company between the date the former members’ term ends and the date the new members are registered. Details of the document set at the formation stage can be found in our guide Company Formation in Turkey for Foreigners.

Work permit, exemption and residence

As a matter of commercial law, a board seat or managership is open to foreigners; however, a foreigner actually working in Turkey is subject to International Labour Force Law No. 6735. The Law expressly provides that the manager of a limited liability company who is a partner of the company, and the board member of a joint stock company who is a shareholder of the company, both incorporated under Turkish Commercial Code No. 6102, “may work by obtaining a work permit” (Law No. 6735, Art. 10(5)). Foreigners within the scope of a work permit exemption may work provided that they obtain a work permit exemption (Art. 13(1)).

Article 48(1)(ç) of the Implementing Regulation of the International Labour Force Law (Official Gazette of 2 February 2022) regulates the relevant exemption as follows: “board members not residing in Turkey of joint stock companies incorporated under Law No. 6102, partners of other companies who do not hold the title of manager, and foreigners who are not partners in these companies but are authorised at the highest level to represent and bind them and who will work in Turkey, for up to three months”. For the persons listed in this sub-paragraph, the exemption is limited to three months. According to the Ministry of Labour and Social Security, the foreigner applies for the exemption personally; an application from within Turkey must be made within thirty days of entry at the latest, for an application from abroad a reference number is first obtained from the Turkish mission, and no extension of an exemption may be requested. For a partner-manager or shareholder board member who will settle in Turkey and work there on an ongoing basis, the right route is a work permit.

A work permit for a foreign partner is subject to the Ministry’s Evaluation Criteria for Work Permits of Foreigners. The criteria entered into force on 1 October 2024, and their capital and sales thresholds have applied since 1 January 2025. For a foreign partner, provided that the workplace’s paid-in capital is at least TRY 500,000, the foreigner’s capital contribution must be at least TRY 500,000 and his or her shareholding at least twenty per cent; the requirement that five Turkish citizens be employed at the workplace is noted as a condition on the first permit and is checked every month from the beginning of the seventh month of the permit. These two criteria do not apply to a foreign partner with a capital share of USD 100,000 or more. For a non-partner foreign manager bound to the company by an employment contract, the general criteria apply: as a rule, at least five Turkish citizens must be employed for each foreigner, and the workplace must have paid-in capital of at least TRY 500,000, or net sales of at least TRY 8,000,000, or exports of at least USD 150,000; newly established workplaces need only meet the TRY 500,000 capital requirement. Workplaces with net sales of TRY 50 million or more in the last year are exempt from the five-Turkish-citizens requirement for up to five foreigners. The criteria also set a minimum salary: at least five times the gross minimum wage for senior managers and at least three times for other managers.

A work permit or work permit exemption granted under Law No. 6735 replaces a residence permit pursuant to Article 27 of Law No. 6458 on Foreigners and International Protection (Law No. 6735, Art. 12(1)). A foreigner coming to Turkey to set up a business or establish commercial links may be granted a short-term residence permit (Law No. 6458, Art. 31(1)(c)); however, that permit alone does not confer the right to work in Turkey. The Law sets the penalties for working without a permit at TRY 2,400 for a foreigner employed by an employer, TRY 4,800 for a self-employed foreigner and TRY 6,000 per foreigner for the employer (Law No. 6735, Art. 23(5)(b)); these amounts are increased each year by the revaluation rate under Article 17(7) of Misdemeanours Law No. 5326, and are doubled for repeated violations (Art. 23(6)). The application process is explained in our article Yabancı Çalışma İzni (in Turkish).

Remuneration, attendance fees, tax and social security

In a joint stock company, board members may be paid attendance fees, salary, bonuses, premiums and a share of annual profit, provided that the amounts are set by the articles of association or a general assembly resolution (TCC Art. 394(1)). In a limited liability company, determining managers’ remuneration is a non-delegable power of the general assembly (Art. 616(1)(f)). Payments made without a general assembly resolution may cause problems later in a liability action or a tax audit.

For income tax purposes, money, payments in kind and benefits paid or provided to chairs and members of management and audit boards by virtue of that capacity are treated as wages; making the payment under the name “attendance fee” does not change its character (Income Tax Law, Art. 61). The company withholds income tax on these payments (Income Tax Law, Art. 94(1)(1)). A foreign member not resident in Turkey is a limited taxpayer; attendance fees, dues, bonuses and similar payments to chairs and members of the boards of establishments located in Turkey are deemed earned in Turkey if they are “evaluated” in Turkey (Income Tax Law, Art. 7(3)(b)). Evaluation means that the payment is made in Turkey or, if made abroad, is charged to the accounts of the payer in Turkey or set aside from its profit (Art. 7, last paragraph). Limited taxpayers do not file an annual return for wages fully taxed in Turkey by withholding (Income Tax Law, Art. 86(1)(2)). A foreigner who stays in Turkey continuously for more than six months in a calendar year becomes a full taxpayer, subject to the exceptions in the Law (Income Tax Law, Arts. 4 and 5).

Most double tax treaties regulate payments to board members in a separate article. These provisions, which follow Article 16 of the OECD Model Tax Convention, provide that payments derived by a resident of one state in its capacity as a board member of a company resident in the other state may be taxed in the state where the company is located; for example, Article 16 of the Turkey–Malaysia treaty is to this effect. The country in which the board member is resident relieves double taxation by the method provided in the treaty (credit or exemption). Which treaty article applies to payments to a manager of a limited liability company should be examined separately on the basis of the text of the treaty concerned.

For social security purposes, shareholders of joint stock companies who are board members and all partners of limited liability companies are classed as persons working on their own account without an employment contract (Law No. 5510, Art. 4(1)(b)(3)). This provision draws no distinction based on nationality. However, subject to international social security agreements, persons working in Turkey on their own account who reside abroad and are subject to that country’s social security legislation are not considered insured (Art. 6(1)(e)). A non-partner foreign manager bound to the company by an employment contract falls within the scope of employees under an employment contract (Art. 4(1)(a)). The Ministry of Labour and Social Security states that social security obligations must also be fulfilled for foreigners working under a work permit exemption. If Turkey has a social security agreement with the foreigner’s country, which country’s legislation applies must first be determined under that agreement.

Civil liability under the TCC

A foreign board member or manager is subject to the same liability regime as a Turkish one. Founders, board members, managers and liquidators are liable to the company, to the shareholders and to the company’s creditors for the damage they cause if they culpably breach their obligations under the law and the articles of association (TCC Art. 553(1)). A person who delegates a power that may lawfully be delegated to another body or person is not liable for that person’s acts and decisions unless it is proven that he or she did not exercise reasonable care in selecting that person (Art. 553(2)). This provision matters for a foreign board that properly delegates day-to-day management to a manager in Turkey; the delegation must rest on an internal directive and registration, and the care taken in selecting the delegate must be documented.

Where several persons are liable for the same damage, each is jointly and severally liable with the others to the extent that the damage can be personally attributed to him or her according to his or her fault and the circumstances (Art. 557, differentiated joint and several liability). A claim for damages becomes time-barred two years after the claimant learns of the damage and of the liable person and, in any event, five years after the act causing the damage; if the act constitutes an offence subject to a longer criminal limitation period, that period applies (Art. 560). The liability provisions for joint stock companies also apply to managers of limited liability companies (Art. 644(1)(a)). The liability of board members is explained in detail in our article Yönetim Kurulu Sorumluluğu (in Turkish).

A board member may not take part in deliberations on matters where his or her personal interests, or those of close relatives, conflict with the company’s interests (Art. 393). Without permission from the general assembly, a member may not enter into transactions with the company on his or her own behalf or on behalf of others; a member who is not a shareholder may not borrow cash from the company (Art. 395). Unless permitted by the general assembly, a member may not carry out, for his or her own account or for the account of others, any commercial business of a kind falling within the company’s scope of business (Art. 396). Transactions between foreign group companies and the Turkish company, and positions held in group companies operating in the same sector, should be assessed in advance under these provisions and, where necessary, general assembly permission should be obtained. In a limited liability company, the managers’ non-compete obligation is set out in Art. 626.

The board’s obligations where the company’s capital is not covered or the company becomes over-indebted are set out in TCC Art. 376; failing to notify the court in the event of over-indebtedness may give rise to serious liability for managers. This topic is explained in our article Şirketim Borca Batık: Yönetim Kurulunun İflas Bildirimi, and creditors’ claims against managers in Şirket İflas Etti, Yöneticiden Alacağımı Alabilir miyim? (both in Turkish). Directors’ and officers’ liability insurance may be taken out for damage that board members may culpably cause to the company in performing their duties; TCC Art. 361 refers specifically to such insurance.

Personal liability for tax and social security debts

For foreign managers, the least known and most serious risk is personal liability arising from the company’s public debts. This liability rests on three different laws, each with different conditions.

Under the Tax Procedure Law, where legal entities are taxpayers or persons responsible for tax, the duties falling on them are performed by their legal representatives. Taxes and related receivables that cannot be collected, in whole or in part, from the assets of the taxpayers or persons responsible for tax because those duties were not performed are collected from the assets of those who failed to perform their legal duties; this rule also applies to the representatives in Turkey of taxpayers not located in Turkey (Tax Procedure Law, Art. 10(1)-(2)).

Under Repeated Article 35 of Law No. 6183 on the Collection Procedure of Public Receivables, public receivables that cannot be collected, in whole or in part, from the assets of legal entities, or that it is understood cannot be collected, are collected from the personal assets of the legal representatives in accordance with that Law; the article also applies to the representatives in Turkey of foreign persons or institutions. The Constitutional Court rejected an application challenging the words “Legal entities…” in this provision (E.2025/55, K.2025/240, 26 November 2025; Official Gazette of 18 March 2026). Article 35 of the same Law governs a different liability: partners of limited liability companies are directly liable, in proportion to their capital shares, for public receivables that cannot be collected, in whole or in part, from the company or that it is understood cannot be collected. A foreign partner-manager of a limited liability company may therefore face two separate liability regimes, as partner and as legal representative.

A similar rule applies to social security premiums: if the Institution’s insurance premiums and other receivables are not paid within the periods set by law without just cause, the senior managers or officers, including the board members, and the legal representatives of employers that are legal entities are jointly and severally liable to the Institution together with their employers (Law No. 5510, Art. 88(20)). The text of the Law does not require that collection from the company first prove impossible for this liability; a “just cause” defence is assessed on the facts of each case.

Foreign nationality and living abroad do not remove this liability; the authority concerned may proceed against the manager’s assets in Turkey and his or her shares in the company. A legal representative’s liability is, as a rule, linked to the duties that had to be performed during his or her term of office; it is therefore important that the dates of office appear correctly in the registry and that leaving office is registered in time. Time limits for challenging payment orders and the available defences are explained in our articles Vergi ve SGK Borcunda Kanuni Temsilcinin Kişisel Sorumluluğu and SGK Prim Alacakları ve Yönetici Sorumluluğu (both in Turkish).

Criminal liability, by contrast, is personal (Turkish Criminal Code No. 5237, Art. 20(1)). In offences such as tax evasion, the act and intent of the person acting on the company’s behalf are assessed separately; merely being a board member or manager does not by itself give rise to criminal liability. This distinction matters for foreign members who do not actually run the operation in Turkey; however, civil liability and liability for public receivables may arise independently of criminal liability.

Leaving office and resignation

The TCC contains no specific provision on the resignation of a board member. In legal commentary, resignation is regarded as a unilateral legal act that takes effect when the resigning person’s declaration reaches the company. However, trade registry entries take effect against third parties from the business day following the announcement, and a matter that should have been registered but was not can be raised against third parties only if it is proven that they knew or should have known of it (TCC Arts. 36(1) and 36(4)). Until the resignation is registered and announced, the manager therefore continues to appear in office as far as third parties relying on the registry are concerned. A foreign manager should accordingly notify the company of the resignation in a provable way, preferably through a notary, and follow up whether the company registers the change in time.

If a seat on the board of a joint stock company becomes vacant, the board temporarily elects a person meeting the legal requirements and submits the appointment to the approval of the next general assembly (Art. 363(1)). If the member of a one-member board leaves, the company is left without a body; if one of the company’s legally required bodies has been missing for a long time, the court, at the request of a shareholder, a creditor or the Ministry of Trade and after hearing the board, sets a time limit for remedying the situation, and if it is not remedied within that time, orders the dissolution of the company (TCC Art. 530). In a limited liability company, dismissing a manager is within the powers of the general assembly (Arts. 616(1)(b) and 630); the rule that at least one partner must be a manager (Art. 623(1)) must still be met after the departure.

The general assembly’s release of board members (TCC Art. 408(2)(b)) or, in a limited liability company, of managers (Art. 616(1)(f)) has effect regarding liability towards the company itself; it does not remove personal liability under tax and social security legislation. A departing manager should also plan for the removal of his or her signing authority at banks, the termination of e-signature and registered electronic mail (KEP) authorisations, and obtaining a copy of the records relating to his or her term of office.

Special laws that require Turkish citizenship

Although the TCC has removed the nationality requirement, some special laws require citizenship or residence for founders, managers or responsible persons in certain activities. The list below is not exhaustive; if the company’s business falls within a licensed sector, the relevant sector law and licensing legislation should be examined separately. A general map of sector approvals is in our guide Buying a Turkish Company as a Foreign Investor: Which Approvals Do You Need?

The requirements for managers in banking are explained in our guide Can Foreigners Establish a Bank or Buy Into a Bank in Turkey? Where a company abroad opens a branch in Turkey without setting up a company, a fully authorised commercial representative must be appointed to represent the branch; this structure is discussed in our guide Can a Foreign Company Open a Branch in Turkey?

Checklist

Common mistakes

• Still believing a Turkish citizen manager is mandatory. This requirement was repealed by Law No. 6335 in 2012; there is no need to find a Turkish citizen to act as a manager on paper only, and doing so also exposes that person to legal-representative liability.
• Appointing only a non-partner local manager in a limited liability company. At least one partner must have the right to manage and the authority to represent (TCC Art. 623(1)).
• Failing to register the natural person acting for a legal-entity member. When a foreign parent company is elected to the board, a single natural person acting on its behalf is also registered and announced; only this person may attend meetings and vote.
• Imposing limits on representation only through internal instructions. Unregistered restrictions cannot be raised against third parties in good faith; only restrictions to head office or branch business and joint signature become effective upon registration (TCC Art. 371(3)).
• Holding electronic meetings without a provision in the articles of association. TCC Art. 1527 makes electronic board meetings conditional on their being provided for in the articles.
• A partner-manager or shareholder board member working in Turkey without a work permit. A partner-manager or shareholder board member may work in Turkey by obtaining a work permit; for working without a permit in 2026, the employer is fined TRY 102,503 per foreigner.
• Thinking that living abroad removes tax and social security liability. The Tax Procedure Law, Art. 10, Law No. 6183, Repeated Art. 35, and Law No. 5510, Art. 88(20), hold legal representatives personally liable where their conditions are met; nationality and place of residence do not change this outcome.
• Not registering a resignation. Until the resignation is registered and announced, the manager continues to appear in office as far as third parties relying on the registry are concerned, which prolongs liability disputes.

Frequently asked questions

Can a foreigner be a board member of a Turkish joint stock company?

Yes. The TCC has no nationality or residence requirement for board members; members must have full legal capacity and need not be shareholders (TCC Art. 359). The entire board may consist of foreigners who do not live in Turkey.

Must at least one board member be a Turkish citizen?

No. The requirement in the original text of TCC No. 6102 that “at least one member authorised to represent the company must be domiciled in Turkey and be a Turkish citizen” was repealed by Law No. 6335 (Official Gazette of 30 June 2012) before the Code entered into force. Some special laws may separately require citizenship or residence in certain sectors.

Can a foreigner be a manager of a limited liability company?

Yes. By the articles of association, management and representation may be entrusted to one or more partners holding the title of manager, to all partners or to third persons; there is no nationality or residence requirement. However, at least one partner must have the right to manage and the authority to represent the company (TCC Art. 623(1)).

Must the manager of a limited liability company be a partner?

At least one of the managers must be a partner; other managers may be non-partner third persons (TCC Art. 623(1)). In a limited liability company whose sole partner is a foreigner, that partner becomes a manager; if the partner is a company incorporated abroad, it designates a natural person to perform the role on its behalf (Art. 623(2)).

Can a company abroad be a board member of a Turkish company?

Yes. When a legal entity is elected to the board, only one natural person designated on its behalf is also registered and announced, and this is disclosed on the company’s website; only this person may attend meetings and vote (TCC Art. 359(2)). The Code imposes no requirement as to the nationality of the legal entity or of that natural person.

Can a foreign manager give a signature declaration abroad?

Yes. The signature declaration of authorised signatories located abroad may be prepared by having their signatures certified by the Turkish consulate in that country or by that country’s competent authorities. A declaration issued by a foreign authority must be certified by the Turkish consulate or by apostille and submitted to the registry together with a notarised Turkish translation (Communiqué, Art. 12(4)).

Can a foreign board member attend meetings from abroad?

Provided that the articles of association so provide, meetings of the board of directors and of the board of managers may be held wholly or partly electronically (TCC Art. 1527(1)). If no member requests a meeting, a board resolution may also be adopted without a meeting by making the proposal to all members and obtaining the written approval of at least the majority of the total number of members; entering the approvals in the resolution book is a condition of validity (TCC Art. 390(4)).

Does a foreign board member or manager need a work permit?

Yes, if he or she will work in Turkey. A partner-manager of a limited liability company and a shareholder board member of a joint stock company may work by obtaining a work permit (Law No. 6735, Art. 10(5)). A work permit exemption of up to three months is provided for board members of joint stock companies who do not reside in Turkey (Implementing Regulation, Art. 48(1)(ç)); the foreigner applies for the exemption personally.

What conditions apply to a work permit for a foreign partner?

Under the Evaluation Criteria, provided that the workplace’s paid-in capital is at least TRY 500,000, the foreigner’s capital contribution must be at least TRY 500,000 and his or her shareholding at least twenty per cent; the requirement to employ five Turkish citizens is noted as a condition on the first permit and checked from the seventh month. These two conditions do not apply to a partner with a capital share of USD 100,000 or more.

How long is there to register a foreign manager after appointment?

Unless otherwise provided in the Code or the Trade Registry Regulation, the period for requesting registration is fifteen days, and one month for those residing outside the registry office’s jurisdiction (Trade Registry Regulation, Art. 33). A notarised copy of the resolution showing the persons authorised to represent is submitted to the registry (TCC Art. 373(1)), and registration takes effect against third parties from the business day following its announcement (TCC Art. 36(1)).

How are attendance fees paid to a foreign board member taxed?

Payments to board members in that capacity are treated as wages, and the company withholds income tax (Income Tax Law, Arts. 61 and 94). A payment to a member living abroad is deemed earned in Turkey if it is evaluated in Turkey (Art. 7(3)(b)); if fully withheld, no return is filed (Art. 86(1)(2)). Under double tax treaties, such payments may generally be taxed in the state where the company is located.

Must a foreign partner-manager or shareholder board member be covered by Turkish social security?

Shareholder board members of joint stock companies and all partners of limited liability companies fall under 4/b regardless of nationality (Law No. 5510, Art. 4(1)(b)(3)). However, persons residing abroad and subject to that country’s social security legislation are not considered insured (Art. 6(1)(e)); international social security agreements are reserved.

Can a foreign manager be personally liable for the company’s tax debts?

Yes, potentially. Taxes that cannot be collected from the company because legal representatives failed to perform their duties are collected from their assets (Tax Procedure Law, Art. 10). Public receivables that cannot be collected from the legal entity are also collected from the personal assets of legal representatives, and the rule also applies to the representatives in Turkey of foreign persons or institutions (Law No. 6183, Repeated Art. 35).

Is a foreign manager liable for social security premium debts?

If premiums are not paid on time without just cause, senior managers including board members and legal representatives are jointly and severally liable to the Institution together with the employer (Law No. 5510, Art. 88(20)). Foreign nationality or living abroad does not remove this liability.

What should a foreign manager do when leaving office?

The TCC has no specific provision on the resignation of a board member; a resignation takes effect when the declaration reaches the company. However, until the resignation is registered and announced, the manager appears in office as far as third parties relying on the registry are concerned (TCC Arts. 36(1) and 36(4)). The resignation should therefore be notified through a notary and its registration followed up.

In which sectors must a manager be a Turkish citizen?

For example, founders and managers of private security companies must be Turkish citizens (Law No. 5188, Arts. 5 and 10(1)(a)); for a company’s aircraft to qualify as a Turkish civil aircraft, the majority of those authorised to manage and represent the company must be Turkish citizens (Law No. 2920, Art. 49). The responsible editor of a periodical must have a domicile and permanent residence in Turkey (Law No. 5187, Art. 5). Banking has no nationality requirement.

Related guides

• Legal Guide for Foreign Investors in Turkey — company, stock exchange, mining, energy, real estate, tax and arbitration
• Company Formation in Turkey for Foreigners — capital, documents and formation
• Can a Foreign Company Open a Branch in Turkey? — TCC Art. 40 and the fully authorised commercial representative
• Buying a Turkish Company as a Foreign Investor: Which Approvals Do You Need? — Competition Board and sector approvals
• Shareholders’ Agreements in Turkey — board nomination rights, vetoes and deadlock
• Dividend Repatriation from Turkey for Foreign Shareholders — dividend withholding and transfer
• Can Foreigners Establish a Bank or Buy Into a Bank in Turkey? — manager requirements in banks and BRSA permissions
• Vergi ve SGK Borcunda Kanuni Temsilcinin Kişisel Sorumluluğu — legal representatives’ personal liability for tax and social security debts (in Turkish)
• Yönetim Kurulu Sorumluluğu — board liability, release and joint liability under TCC Arts. 549-561 (in Turkish)
• Yabancı Çalışma İzni — Law No. 6735 and the application process (in Turkish)
• Can a Turkish Company Borrow from Abroad or from Its Foreign Shareholder? — FX and tax rules for loans from a foreign shareholder
• Can Foreigners Establish a Payment Institution or E-Money Institution in Turkey? — board member and general manager requirements in payment and e-money institutions
• Can Foreigners Invest in a TV, Radio or Internet Broadcaster in Turkey? — Turkish citizen management and representation requirements at broadcasters
• Can Foreigners Set Up an Airline in Turkey or Buy Into a Turkish Airline? — Turkish citizen majority on the board and among persons authorised to represent an airline
• Can Foreigners Operate Ships in Turkey? — Turkish citizen management majority and the master requirement in shipping companies
• Can Foreigners Establish a Private Hospital in Turkey or Buy Into One? — the Turkish-citizen responsible manager requirement in private hospitals and clinics
• Can Foreigners Open a Private School in Turkey? — Law No. 5580 foreign shareholder ban and international schools
• Yabancı Türk Şirketinde Yönetim Kurulu Üyesi veya Müdür Olabilir mi? — Turkish version of this article