The Role and Responsibilities of Directors in Turkish Companies

As Türkiye continues to attract foreign direct investment and cross-border entrepreneurs in 2026, understanding the role and responsibilities of directors in Turkish companies has become a critical governance issue. Directors are not merely figureheads; they are legally accountable decision-makers whose actions directly affect corporate compliance, financial sustainability, and stakeholder trust.

At Finlexia Turkish Accounting Firm, we have advised local and international clients on Turkish company formation and corporate governance since 2017. Our corporate lawyers team provides a comprehensive and practical overview of directors’ duties under Turkish law, with a focus on risk management, compliance, and best practices for foreign investors.

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Directors play a pivotal role in the governance structure of Turkish companies, bearing significant legal responsibilities and fiduciary duties that directly impact corporate success and regulatory compliance.

Whether you are establishing a new business entity or managing an existing corporation in Türkiye, understanding the comprehensive scope of director obligations is essential for effective corporate governance and legal compliance.

Legal Framework Governing Directors in Türkiye

The primary legislation governing directors’ roles in Türkiye is the Turkish Commercial Code (TCC No. 6102). The TCC defines directors’ authorities, liabilities, and fiduciary duties across different corporate forms, particularly joint-stock and limited liability structures.

In addition to the TCC, directors must comply with:

• Capital Markets Law (for publicly held companies)
• Tax Procedure Law
• Turkish Code of Obligations
• Social Security and employment regulations
• Sector-specific regulatory frameworks

Failure to comply with these laws may expose directors to civil, administrative, and criminal liability.

Who Is Considered a Director Under Turkish Law?

In Turkish corporate practice, the term “director” may refer to different governing bodies depending on the company type:

• In a joint-stock company, directors are members of the board of directors.
• In a limited liability company, directors are typically referred to as managers (company managers or managing partners).

Directors can be:

• Turkish or foreign nationals
• Individuals or, in some cases, legal entities (represented by a real person)
• Shareholders or non-shareholders

There is no general residency requirement, making Türkiye attractive for foreign-controlled companies.

Core Duties of Directors in Turkish Companies

1. Duty of Care and Diligence

Directors must act with the care of a prudent executive. This includes:

• Making informed decisions
• Actively supervising company affairs
• Avoiding negligence or passive behavior

Under Turkish law, ignorance is not a defense. Directors are expected to understand the company’s financials, contracts, and regulatory obligations.

2. Duty of Loyalty

The duty of loyalty requires directors to act solely in the best interests of the company. This includes:

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

Transactions between the company and its directors are subject to strict scrutiny and, in many cases, shareholder or board approval.

3. Representation and Binding Authority

Directors represent the company vis-à-vis third parties. Their authority typically includes:

• Signing contracts
• Representing the company before courts and authorities
• Managing banking and financial transactions

Representation authority is registered with the Trade Registry and publicly disclosed. Misuse of authority may result in personal liability.

4. Financial Oversight and Accounting Responsibilities

Directors are responsible for ensuring:

• Accurate bookkeeping in compliance with Turkish accounting standards
• Timely preparation and approval of financial statements
• Filing of corporate tax returns and VAT declarations

Incorrect or misleading financial reporting can trigger both tax penalties and criminal sanctions.

5. Capital Maintenance and Insolvency Obligations

Directors have a legal obligation to protect the company’s capital. If losses reach critical thresholds, directors must:

• Notify shareholders
• Call a general assembly meeting
• Propose remedial actions or restructuring

Failure to act during insolvency or near-insolvency situations may result in personal liability for company debts.

Directors’ Responsibilities by Company Type

Directors in a Joint-Stock Company

In a joint-stock company, the board of directors is the primary management and representation body. Key responsibilities include:

• Strategic decision-making
• Appointment of executive management
• Corporate governance compliance
• Risk management and internal controls

Board members may be held jointly and severally liable for damages caused by breaches of duty.

Directors in a Limited Liability Company

In a limited liability company, managers have a more hands-on operational role. Their responsibilities typically include:

• Day-to-day management
• Compliance with tax and social security obligations
• Execution of shareholder resolutions

Managers are often exposed to higher personal liability, particularly for public debts such as taxes and social security premiums.

Liability of Directors Under Turkish Law

Civil Liability

Directors are liable for damages caused to:

• The company
• Shareholders
• Creditors

Liability arises from unlawful acts, negligence, or breach of fiduciary duties.

Criminal Liability

Certain violations may result in criminal prosecution, including:

• Fraudulent accounting
• Failure to keep statutory books
• Intentional tax evasion

Criminal liability is personal and cannot be transferred to the company.

Public Debt Liability

Under Turkish tax and social security laws, directors may be held personally liable for unpaid:

• Corporate taxes
• VAT
• Social security contributions

This is particularly relevant for foreign directors who may underestimate their exposure.

Appointment, Term, and Removal of Directors

Directors are appointed through:

• Articles of association
• General assembly resolutions

Key points:

• Directors may be appointed for a fixed term or indefinitely
• They may be removed at any time by shareholder resolution
• Changes must be registered with the Trade Registry

Proper documentation is essential to limit post-resignation liability.

Best Practices for Directors in Turkish Companies (2026 Outlook)

To mitigate risks and ensure compliance, directors should:

• Obtain regular legal and financial advice
• Implement internal compliance and reporting systems
• Clearly define representation and signing authorities
• Maintain directors’ liability insurance (D&O insurance)
• Ensure proper documentation of board and management decisions

Foreign investors are strongly advised to work with experienced company formation lawyers familiar with Turkish corporate practice.

Importance of Legal Support in Director Appointments

Choosing the correct company structure and governance model at the incorporation stage significantly reduces future risks. Professional guidance during company formation in Türkiye ensures that director roles, authorities, and liabilities are clearly defined from the outset.

How Finlexia Turkish Accounting Firm Can Assist

At Finlexia Turkish Accounting Firm, we provide end-to-end legal support for:

• Director appointments and removals
• Corporate governance structuring
• Compliance audits
• Liability risk assessment
• Ongoing legal advisory for directors and shareholders

Our multilingual team has been advising foreign and local investors since 2017, combining legal precision with practical business insight.

Contact us for Role and Responsibilities of Directors in Turkish Companies

Since 2017, Finlexia Turkish Accounting Firm has provided exceptional corporate governance and company formation services to businesses operating in Türkiye. Our multilingual team of experienced corporate lawyers offers comprehensive guidance on director responsibilities, compliance requirements, and corporate governance best practices.

Whether you are establishing a new company, seeking advice on board composition, or need assistance with complex governance matters, our dedicated professionals deliver tailored solutions that protect your interests and ensure regulatory compliance.

Contact Finlexia Turkish Accounting Firm today to discuss your corporate governance needs and benefit from years of experience serving international and domestic clients across diverse industries.