Duties & Responsibilities of Company Directors in Türkiye 2026 Guide

In the dynamic landscape of Turkish business, company directors hold pivotal roles that demand precision, accountability, and foresight. As Türkiye’s economy surges toward greater global integration in 2026, understanding the duties and responsibilities of company directors becomes non-negotiable for sustainable success.

At Finlexia Turkish Accounting Firm, we’ve guided entrepreneurs and corporations through Turkish company formation lawyers services since 2017, offering multilingual expertise in Istanbul to ensure compliance from inception to expansion.

This comprehensive article unpacks the legal framework governing directors under the Turkish Commercial Code (TCC, Law No. 6102), highlighting key obligations, potential liabilities, and best practices. Whether you’re establishing a company formation in Türkiye or refining existing structures, mastering these duties safeguards your enterprise.

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Understanding the duties and responsibilities of company directors in Türkiye is essential for both domestic and foreign investors operating within the Turkish market. As Türkiye continues to align its corporate framework with international governance standards, directors face heightened legal, fiduciary, and regulatory obligations under Turkish Commercial Code and related legislation.

Who Is Considered a Company Director Under Turkish Law?

Under Turkish law, the concept of “director” varies depending on the company type:

• In joint-stock companies (A.Ş.), directors are members of the board of directors.
• In limited liability companies (Ltd. Şti.), directors are managers (company managers or managing partners).

Both structures are governed by the TCC, but their governance mechanisms and liability regimes differ significantly. Directors may be Turkish nationals or foreign individuals, and there is no general residency requirement.

Core Legal Framework Governing Directors’ Duties

Directors’ responsibilities in Türkiye are primarily regulated by:

• Turkish Commercial Code No. 6102
• Turkish Code of Obligations
• Capital Markets Law (for publicly held companies)
• Corporate Governance Communiqués (where applicable)

In practice, directors must comply with both statutory obligations and company-specific rules set out in the articles of association, internal regulations, and relevant shareholder agreements.

Fundamental Duties of Company Directors in Türkiye

1. Duty of Care and Diligence

Directors are required to act with the care of a prudent executive. This duty includes:

• Making informed decisions
• Attending board meetings regularly
• Reviewing financial statements and reports
• Ensuring proper risk management systems

Failure to meet this standard may result in personal liability, especially where negligence leads to company losses.

2. Duty of Loyalty to the Company

The duty of loyalty obliges directors to prioritize the company’s interests over personal or third-party interests. Key aspects include:

• Avoiding conflicts of interest
• Not competing with the company without authorization
• Refraining from using corporate opportunities for personal gain

Violations may trigger compensation claims and removal from office.

3. Non-Competition Obligation

Unless explicitly permitted by the general assembly, directors may not engage in activities that compete with the company’s business scope. This restriction is strictly enforced, particularly in joint-stock company formation structures with dispersed ownership.

4. Compliance with Laws and Articles of Association

Directors must ensure that all company operations comply with:

• Turkish commercial, tax, labor, and social security laws
• Sector-specific regulations
• The company’s articles of association and internal directives

Regulatory non-compliance can expose directors to administrative fines and, in severe cases, criminal liability.

Financial and Accounting Responsibilities

Proper Bookkeeping and Financial Reporting

Directors are responsible for:

• Maintaining statutory books in compliance with Turkish accounting standards
• Preparing annual financial statements
• Submitting reports to shareholders and authorities

Incorrect or misleading financial reporting may lead to both civil and criminal sanctions.

Capital Protection and Solvency Monitoring

Directors must actively monitor the company’s financial health. If the company’s capital is impaired or over-indebted, directors are legally obligated to:

• Notify the board
• Call the general assembly
• Implement remedial measures

Failure to act may result in personal liability, particularly in cases leading to company liquidation.

Representation and Management Authority

Directors represent the company before third parties and courts. This authority includes:

• Executing contracts
• Appointing executives
• Managing day-to-day operations

In limited liability companies, managerial authority is often more centralized compared to board-based governance in joint-stock companies, making director conduct especially critical in limited liability company formation scenarios.

Liability of Directors Under Turkish Law

Civil Liability

Directors may be held personally liable for damages arising from:

• Breach of statutory duties
• Violation of articles of association
• Mismanagement or abuse of authority

Claims may be brought by the company, shareholders, or creditors.

Criminal Liability

Certain violations, such as fraudulent accounting, misuse of company assets, or failure to comply with bankruptcy obligations, may expose directors to criminal prosecution under Turkish law.

Joint and Several Liability

Board members may be jointly and severally liable unless they can prove that they acted with due care and opposed the wrongful decision in question.

Directors’ Duties Toward Shareholders

Directors owe fiduciary obligations not only to the company but indirectly to shareholders. These include:

• Equal treatment of shareholders
• Transparency and disclosure
• Respect for minority rights

Corporate disputes frequently arise when these principles are violated, often escalating into company litigation.

Corporate Governance and Best Practices

Strong corporate governance practices significantly reduce director liability risks. These include:

• Clear delegation of authority
• Written internal regulations
• Effective compliance and audit mechanisms
• Regular legal and financial reviews

Adopting governance best practices is particularly important for foreign-owned companies entering Türkiye through company formation in Türkiye processes.

Termination, Resignation, and Post-Term Obligations

Directors may resign at any time; however, resignation must not cause harm to the company. Post-termination obligations may include:

• Confidentiality duties
• Non-compete clauses
• Ongoing liability for acts performed during tenure

These issues should be carefully regulated in appointment documents and shareholder arrangements.

Practical Risk Mitigation for Directors

To minimize exposure, directors should:

• Seek regular legal advice from experienced Turkish company formation lawyers
• Ensure proper D&O insurance coverage
• Document dissenting opinions
• Conduct periodic compliance audits

Proactive legal planning remains the most effective safeguard.

Contact us for Duties & Responsibilities of Company Directors in Türkiye

The duties and responsibilities of company directors in Türkiye are comprehensive, evolving, and strictly enforced. Directors must balance strategic leadership with legal compliance, financial oversight, and ethical governance. Given the increasing scrutiny on corporate conduct in 2026 and beyond, professional legal guidance is no longer optional—it is essential.

If you are a director, shareholder, or investor seeking clear legal guidance on director duties, liability exposure, corporate governance, or company structuring in Türkiye, we invite you to contact Finlexia Turkish Accounting Firm. Our experienced corporate lawyers in Istanbul provide strategic, practical, and multilingual legal solutions tailored to your business objectives.