The entry of a company into liquidation, or its deletion from the trade registry, does not by itself extinguish its tax and SGK debts. However, these debts cannot be directed at every shareholder, manager or liquidation officer on the same terms. The type of company, the person's role, the period of the debt, the possibility of collecting it from the company and the distributions made during liquidation are examined together. When a payment order arrives, the type of document, the date of notification and the competent court must be determined first; the period for suing against a payment order is, as a rule, 15 days. [1–6]
What does the liquidation decision change for tax and SGK debts?
Liquidation is the process of completing the company's ongoing business, collecting its receivables, paying its debts and distributing the remaining assets. A joint-stock company (AŞ) keeps its legal personality until the end of liquidation, and the provisions on joint-stock companies also apply to limited liability companies. Therefore, when a liquidation decision is taken, the debt does not pass immediately from the company to its shareholders. Whether a public receivable can be claimed from a person outside the company depends on the conditions of the specific liability provision that may apply to that person. [1]
Three acts must be kept apart: the tax assessment (tarhiyat), meaning the calculation of tax and its notification to the person it is directed at; the collection proceedings for a receivable that has become final or collectable; and a damages action that may be brought because of fault in liquidation transactions. The same event may give rise to several of these, but each may have different parties, subject matter and judicial route. The liquidation officer's personal liability under TTK Art. 553 is not the direct counterpart of the tax office's power to collect public receivables. [1–4] For a more detailed discussion, see our article Collecting Claims from a Company in Liquidation.
Why are shareholder, management and liquidation officer roles examined separately?
The comparison below shows which gateway is used to examine personal liability. Where one person is at the same time a shareholder, manager and liquidation officer, the conditions for each capacity are assessed separately.
| Capacity of the person | Main legal basis | Core condition | Personal scope |
|---|---|---|---|
| Shareholder of a joint-stock company only | TTK Art. 329 | Share ownership alone is not sufficient | Special liquidation provisions reserved |
| Limited liability company shareholder only | Law No. 6183, Art. 35 | Non-collection from the company, or the understanding that it cannot be collected | In proportion to the capital share |
| Legal representative for tax debts | VUK Art. 10 | Link between breach of a tax obligation and non-collection | The relevant tax and related claims |
| Legal representative for other public debts | Law No. 6183, Art. 35 (repeated) | Non-collection from the company, or the understanding that it cannot be collected | Under the applicable special provisions |
| Manager or representative for SGK purposes | SGK Law No. 5510, Art. 88 | Review of duty, period and valid reason | Jointly and severally with the employer |
| Liquidation officer | Law No. 6183, Art. 33; KVK Art. 17; VUK Art. 10 | Breach of the relevant liquidation rule, or the special assessment regime | Determined separately under each provision |
This table is not a collection order. In particular, it is incorrect to carry all the preconditions of the limited liability shareholder's liability over to SGK management liability. Being merely a shareholder of a joint-stock company is also not the same legal position as being a board member. [1–5]
When can a passive shareholder of a joint-stock company be liable?
Under TTK Art. 329, a shareholder is liable to the company for the capital share it has undertaken. Law No. 6183, Art. 35, which applies to limited liability shareholders, does not apply to a joint-stock company shareholder merely because he or she is a shareholder. However, if the person is also a legal representative, board member or manager under the relevant SGK provision, a different liability may arise. [1,2,5]
There is also an important exception in liquidation. KVK Art. 17/7 provides that shareholders who receive economic value through distribution or other means during liquidation may also be pursued for the principal and late-payment surcharges of the taxes listed in that provision. Therefore, the statement "a joint-stock company shareholder never bears the company's public debt under any circumstances" is incorrect. Holding shares and receiving value from liquidation are separate facts. [4]
Is a limited liability shareholder's liability limited to the capital paid in?
Under Law No. 6183, Art. 35, the limit is not the lira amount of capital paid into the company, but the part of the public receivable that corresponds to the shareholder's capital share ratio. When liability arises, the shareholder's personal assets may be pursued for that amount. For example, suppose a public receivable of 800,000 TL cannot be collected from the company and a person holds a 25% share. The portion attributable to that person's shareholder capacity alone may then be 200,000 TL. This example assumes that all liability conditions are met; if the person also holds another capacity, such as manager, the assessment changes. [2] Readers in a similar situation may find our article Tax Debt of a Limited Company Shareholder helpful.
How is the requirement of non-collection from the company established?
A company's failure to pay a debt when due does not in every case justify going after a shareholder or representative. Law No. 6183, Art. 3 sets out different collection situations: that no attachable property can be found in the asset search, that the sale proceeds do not cover the debt, and that the value of the attached assets is insufficient. Therefore, the company's asset searches, attachments, valuations and collections in the enforcement file must be reviewed. [2]
On the other hand, an absolute rule that "no one may be pursued until all the assets have been sold" cannot be established. The law also accepts that it may be understood during enforcement that the debt cannot be collected. It matters which concrete actions and documents led the administration to that conclusion. If the company's receivables, bank accounts or other collectable assets were overlooked, these may form the factual basis of the defense. [2]
Must the manager be pursued before the shareholder?
The decision of the Council for the Unification of Case Law of the Council of State (Danıştay İçtihatları Birleştirme Kurulu), dated 11.12.2018, E.2013/1, K.2018/1, explains this distinction. The dispute concerned whether, before pursuing a limited liability shareholder for a tax debt that could not be collected from the company, the legal representative must also be pursued first. The Council held that there is no mandatory order of priority between representative and shareholder. However, it did not remove the requirement that the debt cannot be collected from the company, or that this is understood. [7]
The practical consequence is this: the defense "the manager was not pursued" may not be sufficient on its own, while the defense "the condition of collection from the company was not met" is examined separately. Organ and Sevinç Ceyhan, in legal scholarship, criticize the outcome of the decision by arguing for priority to the representative. That view is an assessment of legal policy; it cannot be presented as an enforcement sequence that replaces the current case law. [7,8]
How do a manager's term of office and a share transfer affect liability?
Representation for tax debts is not merely the title in the registry
VUK Art. 10 regulates recourse to the legal representative for tax and related claims that cannot be collected from the company because tax obligations were not performed. It must be shown which obligation was not performed during whose term of office, and how this relates to the non-collection. The year to which the debt belongs, the date of the return, the payment due date and the start or end date of the power of representation may not be the same date. [3]
It is incorrect both to hold a newly appointed manager automatically liable for all past debts and to assume that a manager has no responsibility because the debt relates to an earlier period. Which representative was to perform the tax obligations, such as declarations and payments, is determined from the file. Dismissal or resignation documents, corporate resolutions, registration and announcement records, the transfer of representative power and the acts actually carried out are assessed together. Outsourcing accounting does not by itself remove the legal representative's tax obligations. [1,3] This topic is also examined from a different angle in our article Tax Debt of a Company Manager and Legal Representative.
Tax obligations and other public receivables must also be kept apart. The representative liability under Law No. 6183, Art. 35 (repeated) cannot be equated with the breach-of-obligation provision in VUK Art. 10. Moreover, the fifth paragraph of repeated Art. 35, concerning representatives in different periods, and the sixth paragraph, concerning application together with VUK, were annulled by Constitutional Court decision E.2014/144, K.2015/29. Provisions of the earlier text should not be used as the current basis for enforcement. [2,3]
Does transferring a limited liability share erase past public debt?
Under Law No. 6183, Art. 35, for public receivables arising before a transfer, the transferor and the transferee are jointly and severally liable in proportion to the share ratio in the first paragraph. There are also separate rules for cases where the shareholders at the time the debt arose and at the time it was due for payment are different. These are partnership rules, distinct from the representative provisions of repeated Art. 35 that were annulled. [2]
A clause in the transfer agreement stating that "the buyer assumes all debts" may be the basis for a claim between the parties. It does not, however, remove the public administration's enforcement power arising from law. The transfer agreement, the necessary company approval, share records and registry documents should be used to establish the date on which the transfer legally took effect. Resignation as manager and a share transfer are separate transactions; one does not necessarily end the other capacity. [1,2]
Why does SGK debt carry a different liability?
Under SGK Law No. 5510, Art. 88, where premiums and other receivables of the Institution (Kurum) are not paid on time without a valid reason, the board members, senior managers or other officers of the employer legal entity, and its legal representatives, are held jointly and severally liable together with the employer. In this special provision, prior exhaustion of collection against the company is not a general precondition. The amount that may be applied cannot be limited to the shareholding alone. [5]
However, calling every employee a "manager" is not sufficient. The legal nature of the duty, the person's authority, the period of liability and whether non-payment was based on a valid reason are examined. Because board members are specifically listed in the law, it should not be assumed that delegating representative power produces the same result for tax and SGK purposes. The mere fact that a company lacks money is not, in every file, a defense that can automatically be accepted as a valid reason. [5]
A collection action directed at a person who is only a limited liability shareholder, with no managerial capacity, is examined under the share ratio and collection conditions of Law No. 6183, Art. 35. In a file where the same person is both shareholder and manager, determining the capacity on which the payment order is based may change the outcome. [2,5]
Three provisions that create the liquidation officer's personal liability
Distribution without setting aside public receivables: Law No. 6183, Art. 33
Under Law No. 6183, Art. 32, obligations to pay public debts pass to the liquidation officers during liquidation. Art. 33 requires notification of the start of liquidation to the relevant collection offices within three days, and provides that the result of liquidation may not be distributed, or disposed of, before public receivables are paid or funds are set aside for their payment. [2]
A distribution or disposal contrary to this rule may give rise to the personal and joint liability of the liquidation officer. Under this provision, liability cannot exceed the monetary value of the disposal. The risk should not be seen as limited to debts arising during liquidation: the distribution of assets that should have been set aside for an existing old public debt is also examined. The adequacy of the amount set aside, bank records and distribution documents are important. [2]
Tax counterpart in corporate tax: KVK Art. 17
KVK Art. 17/7 specifically regulates the setting aside of a counterpart for accrued taxes, taxes calculated in liquidation returns and the disputed assessments listed in that provision. If payments are made to the creditors named in the law, or distributions are made to shareholders without observing this security, the liquidation officers may be personally and jointly liable for tax principals, surcharges and tax penalties. [4]
The monetary limit in another provision must not be carried over automatically to this one. The conditions of KVK Art. 17/7, the limit on the value of disposals in Law No. 6183, Art. 33, and the limit on the distributed amount in VUK Art. 10/5 must be examined separately. KVK regulates the collection of tax principals and surcharges from shareholders who received value under specified conditions, as well as recourse against the persons named in the law for tax principals paid by the liquidation officer. The same tax principal cannot be collected twice, and a right of recourse does not guarantee that the money will actually be recovered. [2–4]
The final liquidation return is filed within 30 days of the conclusion of liquidation. Liquidation officers request, by petition, that the transactions be examined together with this return. The three-month period in KVK Art. 17/8 is the period for starting the examination; the passing of three months does not mean that all tax risks have ended. The return, the balance sheet and the list of values distributed to shareholders should be kept together in the closing file. [4]
Assessment after deregistration: VUK Art. 10
For companies that have been liquidated and deleted from the registry, tax assessments and penalties relating to pre-liquidation periods are made under VUK Art. 10/5 against the legal representatives, and those relating to the liquidation period are made against any one of the liquidation officers, within the joint liability framework of that provision. Under this paragraph, the liability of the liquidation officer is limited to the amount distributed as a result of liquidation. The liability of limited liability shareholders for pre-liquidation periods, according to their share ratio, is regulated separately. [3]
The current basis for this regime is not KVK Art. 17/9. That paragraph was repealed in 2018 and the regulation was moved into VUK Art. 10. Whether VUK Art. 10/6 applies to the end of legal personality for reasons other than liquidation is examined separately as well. It cannot be accepted that the company's revival (ihya) must always be requested first; the addressee directly determined by the tax law must be distinguished from disputes that require action on behalf of the company. [3,9] For details, see Liability of the Liquidation Officer and Removal from Office.
Are tax principal and penalties assessed in the same way?
The tax principal, late-payment interest, tax loss or irregularity penalty, and the SGK administrative fine should be checked as separate items. Saying that "penalties are personal" and excluding all administrative tax penalties from representative liability is incorrect: VUK Art. 333 states that Art. 10 also applies to tax penalties, and KVK Art. 17/7 expressly covers tax penalties. Criminal liability that may be imposed on persons for tax offenses, however, is not the same matter as the collection of a public debt. [3,4]
An objection lodged against the initial imposition of an SGK administrative fine and a lawsuit against a payment order for a receivable that has become final are also not the same. For the first act, the procedure of objection to the Institution and application to the administrative court under Law No. 5510, Art. 102 applies. At the payment-order stage, Art. 88 of Law No. 5510 and Law No. 6183 are assessed. The route to court should not be chosen merely by looking at the heading of the document. [5]
Time limit, court and interim protection against a payment order
Under Law No. 6183, Arts. 55 and 58, the current period is 15 days. The seven days in older sources were changed by Law No. 7061. Applying the general lawsuit period for a tax notice to a payment order may cause the time limit to be lost. [2,6,10]
| Document received | Basic lawsuit period | Competence and jurisdiction | Does filing suit stop enforcement? |
|---|---|---|---|
| Payment order for a tax receivable | 15 days from notification | Tax court in the place where the office that issued the order is located | Not automatically |
| Payment order for an SGK receivable | 15 days from notification | Labour court in the place where the creditor SGK unit is located | Not automatically |
| Tax or penalty notice | General rule: 30 days | Tax court in the place where the relevant tax office is located | Separate rules for assessment lawsuits apply |
The start of the time limit must be separated from the day of notification; the actual date on which an electronic notice was opened should not be the sole criterion. Irregular service, holidays and special procedural situations are evaluated from the document itself. Submitting an explanatory petition to the tax office or SGK does not justify waiting on the assumption that the lawsuit period has been suspended. [2,3,5,6]
In a lawsuit against a tax payment order, a stay of execution (yürütmenin durdurulması) must be requested separately where needed. Under Art. 27 of the Administrative Procedure Law No. 2577 (İYUK), the clear unlawfulness of the act and the risk of damage that would be difficult or impossible to repair must be concretely demonstrated together. Bank freezes and effects on living or business payments can be documented, and any security is assessed separately. For an SGK payment order, the interim legal protection available in judicial proceedings is considered. A lawsuit alone does not stop attachment or collection. [5,6] The details of this stage are discussed in our article Objecting to a Payment Order.
Which documents should be used to build the defense file?
Under Law No. 6183, Art. 58, claims that the debt does not exist, has been partly paid or has become time-barred are regulated. Objections such as the absence of a liable capacity, an incorrect share ratio, and the absence of the required collection conditions must be substantiated within the relevant legal framework. A payment order lawsuit is not an unlimited opportunity to re-argue every final tax assessment. [2]
| Issue to examine | Key document | What the document shows |
|---|---|---|
| Wrong person or period | Registry file, appointment and resignation decisions | Dates of capacity and authority |
| Share ratio or transfer | Transfer agreement, approval and share records | Scope of the shareholding |
| Collection condition | Asset search, attachment and collection records | Possibility of collection |
| Paid or duplicated debt | Bank receipts, offsetting and account statements | Remaining amount of the debt |
| Security and distribution in liquidation | Balance sheet, bank records and distribution lists | Value set aside and distributed |
| Time limit or notification problem | Notification certificate, electronic records | Start date and procedure |
The debt statement should be prepared separately for each period and receivable item. When calculating limitation, looking only at the year of the debt is not enough: the applicable law, the start date, and the grounds for interruption and suspension are examined. The limitation regime for SGK receivables cannot be automatically equated with the regime for tax receivables. Payments made by the company, the representative or another shareholder must also be credited against the remaining debt. [2,5]
A lawsuit is brought by the person to whom the act was addressed, in their own legal interest. An act issued in the company's name and a personal payment order are not substitutes for each other. In a tax matter the relevant administration, and in an SGK enforcement the Institution, is the counterparty. The scope of the ground for annulment also matters: annulling a payment order on procedural grounds does not mean that the debt has been fully extinguished. The risk of litigation costs and of the opposing party's attorney's fees should be assessed together with the amount claimed and the value of the dispute.
If the debt is in fact owed, payment, deferral (tecil) or other payment facilities may be examined where the statutory conditions are met. The consequences of a payment arrangement accepted upon application are different. Recovery claims directed at the company or at distribution recipients after payment of a public debt are assessed separately under the relevant liability provision and any contracts. [2–4]
Legal evaluation and document sharing
When the payment order, the notification document, a periodic debt statement and the changes in the company's duties are examined together, personal liability can be determined more reliably. If liquidation has not yet begun, the inventory of public debts and the amounts to be set aside before any distribution take priority. If enforcement has begun, the time limit, the addressee and the need for temporary protection come first.
Information and documents sent to the firm are handled for legal evaluation and for performing the agreed service, within the principles of professional secrecy and the protection of personal data. Before sharing sensitive financial documents, ask the firm which secure communication channel to use. The first contact does not by itself mean that the matter has been accepted.
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For related topics, see our reviews of the procedures and document order in company liquidation and revival and supplementary liquidation after deregistration. For the tax and social security aspects of reversing a liquidation, see Returning from Liquidation.
Conclusion
Assessing public debt in company liquidation must be done on the basis of the type of company, the person's capacity, the duties and debt periods, the collection conditions and the values distributed. Being a limited liability shareholder, holding the tax representative role, being an SGK manager and acting as liquidation officer are not the same liability. The right approach is to match each item in the payment order to the relevant law, gather the evidence, and file the necessary requests with the appropriate court while protecting the time limit.
Frequently Asked Questions
Does a company's deregistration end its tax and SGK debts?
No. Deregistration alone does not extinguish the debt. However, the legal conditions for the liability of former shareholders, representatives or liquidation officers must also exist separately. [2–5]
Can an SGK payment order be sent to all shareholders of a joint-stock company?
Being a shareholder of a joint-stock company is not enough on its own. The capacities under Law No. 5510, Art. 88, such as board membership, senior management or legal representation, and the relevant period are examined. [1,5]
I paid my capital obligation in a limited company. Am I free of the public debt?
Performing the capital undertaking does not by itself remove the liability under Law No. 6183, Art. 35. When its conditions are met, the part of the public debt corresponding to your share ratio may be claimed from your personal assets. [2]
Does a liquidation officer pay all of the company's debts without limit?
No. The applicable provision must be determined. Law No. 6183, Art. 33 is limited by the monetary value of the disposal, and VUK Art. 10/5 by the amount distributed. KVK Art. 17 and any liability arising from other capacities are examined separately. [2–4]
Does filing a lawsuit against a payment order stop attachment?
Not automatically. In a tax dispute a stay of execution may be requested from the tax court. In an SGK dispute, suitable interim protection must be assessed separately by the competent judicial authority. [5,6]
Within how many days must a lawsuit be filed after receiving a payment order?
Under the Law No. 6183 regime, the period is 15 days from notification. Other documents, such as a tax notice or an SGK administrative fine, may have different periods and routes of challenge. [2,5,6,10]
Sources and legal bases
- Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu), Arts. 329, 370, 533–536, 553, 573, 595, 623 and 643. Text of the law published by the Ministry of Trade.
- Law No. 6183 on the Procedure for Collection of Public Receivables (Amme Alacaklarının Tahsil Usulü Hakkında Kanun), Arts. 3, 32, 33, 35, repeated Art. 35, 55 and 58. Revenue Administration legal system.
- Tax Procedure Law No. 213 (Vergi Usul Kanunu), Arts. 10 and 333. Revenue Administration legal system.
- Corporate Tax Law No. 5520 (Kurumlar Vergisi Kanunu), Art. 17. Revenue Administration legal system.
- Social Insurance and General Health Insurance Law No. 5510 (Sosyal Sigortalar ve Genel Sağlık Sigortası Kanunu), Arts. 88, 93, 101 and 102. Text of the law published by the General Directorate of Forestry. For the later amendment of Art. 88, paragraph 10, see Art. 11 of Law No. 7538, published by the Ministry of Health.
- Administrative Procedure Law No. 2577 (İdari Yargılama Usulü Kanunu), Arts. 7, 8, 27 and 37. Revenue Administration legal system.
- Council for the Unification of Case Law of the Council of State (Danıştay İçtihatları Birleştirme Kurulu), 11.12.2018, E.2013/1, K.2018/1. Danıştay Kararlar Dergisi, 2019/1, pp. 82–98, full decision.
- İbrahim Organ and Cansu Sevinç Ceyhan, "Anonim ve Limited Şirketler Özelinde Ortaklar ile Kanuni Temsilcilerin Vergi Borçlarından Doğan Sorumlulukları", Maliye Dergisi, 177, 2019, pp. 402–421. Published by the Ministry of Treasury and Finance.
- Law No. 7103, Arts. 9 and 74; paragraphs added to VUK Art. 10 and repeal of KVK Art. 17/9. Law as adopted by the Grand National Assembly of Türkiye.
- Law No. 7061, Arts. 9 and 123; extension of the relevant periods in Law No. 6183 to 15 days. Law as adopted by the Grand National Assembly of Türkiye.