Company Management, Representation and General Meetings
Prepared by: Constantinople
Shareholders or directors may be pursued for certain public debts; not every company debt is governed by the same rule. A limited liability company's private-law debts, tax debts and social security contributions are distinguished. The company's merely owing money does not establish that every shareholder is liable with all their assets and to the same extent.
Article 35 of Law No. 6183 provides for limited liability company shareholders' liability, proportionate to their capital shares, for public receivables that cannot be collected wholly or partly from the company or are understood to be uncollectible. A share transfer does not always eliminate earlier debts. The dates when the debt arose, fell due and the shares were transferred must be examined together.
Liability of a manager or other legal representative may rest on separate provisions. Conditions applicable to tax obligations and Social Security Institution contributions, the person's powers and period in office are assessed separately. For contribution debts, the just cause criterion in Article 88 of Law No. 5510 matters. It is therefore incorrect to generalise that all directors face absolute liability without any defence in every case.
Prepare the payment order, service date and debt period together with shareholding and signature records. Each debt's connection with a particular capacity and period in office is assessed separately. Mere shareholding and management liability in a joint stock company are also distinguished.
File review is a paid service. The scope and fee are set out in writing before work begins.
