Council of State has rendered an unified judgement regarding the priority principle in a limited liability company as to whether to hold legal representatives primarily liable for tax debts of the company.
Pursuant to Official Gazette dated 20.06.2019 and numbered 30807, General Assembly on the unification of judgements of the Council of State delivered a judgment, which fills a current loophole in the law by stating that in cases where tax receivables cease to be collectable in full or in part, or there is an understanding that tax receivables cannot be collected from the assets of a limited liability company, legal proceeding for tax receivables shall not necessarily be initiated against the legal representative (manager) of a limited liability company before starting legal proceeding against the shareholder, thereby vesting tax authorities with the power to directly hold shareholders personally liable for companies’ taxes without holding legal representatives primarily liable.
In principle, the liability of shareholders is only limited with their share capital for which they subscribe and they shall not be liable for the debts of a limited liability company. However, according to Article 35 of the Law on Collection Procedure of Public Assets numbered 6183, as an exception to this principle, shareholders are directly liable for public debts owed by the company in proportion to their share capital while managers are personally and severally liable for such debts with their personal assets in accordance with Article 10 of Tax Procedure Law numbered 213. In line with such judgment, it is revealed that there are no priority principle as regards the liability between shareholders and legal representatives for public receivables in a limited liability company.