A company's SGK debt can, under certain conditions, also be collected from the personal assets of shareholders, managers and board members. However, not everyone in the company is liable on the same legal ground and to the same extent. Limited liability company shareholding, joint-stock company shareholding, managership, board membership and senior executive roles must be examined separately.
Because of the special liability rule in Article 88 of Law No. 5510, some familiar defenses in tax debt do not produce the same result for SGK premium debt. In particular, statements such as "it should be collected from the company first," "I had no signing authority" or "I transferred my shares" do not, on their own, resolve every enforcement file. If a payment order has been served on the person, the 15-day period for bringing an action must also be protected.
Why can a company's debt become a manager's personal debt?
The employer company's obligation to pay premiums continues. In addition, Article 88 of Law No. 5510 provides that, where premiums and other receivables are not paid on time without a justified reason, certain managers and representatives are jointly and severally liable together with the employer. This liability arises not merely from a contract within the company but from the law.
Once the conditions of joint and several liability are met, it is not necessary for the debt to be demanded from the liable person only in proportion to the shareholding. On the other hand, the same debt cannot be collected more than once from different liable persons. A payment by the company or by another liable person must be tracked in the debt account and taken into account in the personal enforcement as well.
The first examination is whether the item demanded is a premium, a premium-related receivable, an administrative fine or a different receivable that SGK collects under another law. The same personal liability provision is not applied to every public receivable that SGK collects. The Institution's Circular No. 2024/12 also distinguishes between premiums and premium-related receivables and other receivables for whose enforcement the Institution has been given the task by a special law.
Under what conditions is a limited liability company shareholder liable?
In enforcement brought solely in the capacity of shareholder, Article 35 of Law No. 6183 is of importance. For a public receivable that cannot be collected from the company in whole or in part, or that is understood to be uncollectible, the shareholder's liability in proportion to the capital share is assessed. For this reason, the company's being a debtor does not by itself explain the entire amount directed at the shareholder.
The asset investigation conducted on the company, attachments, sale transactions and findings on the possibility of collection must be examined. The document on which the Institution bases the condition of collection from the company is identified. The information alone that the company is inactive or cannot be found at its address does not carry the same probative force in every file.
What changes if the shareholder is also a manager?
If the person has, in addition to the capacity of shareholder, the capacity of manager or legal representative, the special rule in Article 88 of Law No. 5510 comes into play. SGK's Circular No. 2024/12 makes this distinction explicitly for a shareholder who holds the capacity of manager. In this case, basing the defense only on the proportion of the capital share may fall short.
For example, where a person holding a 10 percent share is also the manager for the period concerned, the conclusion "I am liable only for 10 percent of the debt" cannot automatically be drawn. First, the capacity and provision relied on in the enforcement are identified; the term of office, the unpaid receivable and the claim of a justified reason are examined within the framework of that provision.
Are a joint-stock company shareholder and a board member in the same position?
A joint-stock company shareholder is not held directly liable for the company's SGK premium debt merely by being a shareholder. The obligation to contribute capital to the company and the personal premium debt to the Institution are different. If the person is also a board member, a legal representative or a senior executive within the scope, the effect of this second capacity is investigated.
The existence of an unpaid capital commitment is a separate possibility. Sending a third-party attachment notice under Article 79 of Law No. 6183 for the company's capital receivable from the shareholder may come into question. In such a notice, the discussion is not the shareholder's liability for all of the company's premium debt but the scope of the shareholder's existing debt to the company.
A board member without representation and signing authority
Article 88 of Law No. 5510 brings board members specifically within the scope of liability. For this reason, not appearing as authorized in the signature circular is not, on its own, a sufficient defense for a board member. In SGK practice, membership and the payment obligation are examined together for the period in which the relevant premium was due.
At the same time, the period to which the debt relates, the start and end dates of the person's membership and the applicable law cannot be disregarded. Applying a decision given for periods before Law No. 5510 to a later premium debt without assessing the change in the law may be wrong. An employee or adviser who is not a board member also cannot be placed in the same liability group merely because of a similarity of title.
| The person's capacity | Basic ground of examination | Priority document |
|---|---|---|
| Limited liability company shareholder only | Law No. 6183, Art. 35, share and collection conditions | Share records and the enforcement file against the company |
| Limited liability company manager | Duty and type of receivable under Law No. 5510, Art. 88 | Managership resolution and dates of service |
| Joint-stock company shareholder only | No direct premium liability arising from shareholding | Share record, capital debt if any |
| Board member | Law No. 5510, Art. 88 and the link to the period | Election, removal or resignation documents |
| Other senior executive | Actual duty, authority and area of responsibility | Employment contract, authority documents, organizational records |
Must SGK first exhaust the company's assets?
In the liability of a manager or representative under Article 88 of Law No. 5510, the sale of all of the company's assets first and waiting until collection is finally impossible cannot be raised as a general precondition. Because of the joint liability in the law, enforcement may be carried out against the company and the persons within the scope.
By contrast, the collection conditions in enforcement under Article 35 of Law No. 6183 based solely on limited liability company shareholding retain their importance. This distinction makes it essential to read the reasoning of the payment order. If the administration relies on more than one capacity of the person, the conditions for each capacity must be discussed separately; refuting one ground of liability does not show that the other disappears automatically.
How are the term of office and the premium payment date matched?
In a liability review, the month of work, the premium accrual and the legal payment time should be shown in separate columns. Where the premium for work done in one month must be paid in the following month, the place of a change of management within this interval may affect the result. The liability of a former manager cannot be rejected merely by looking at the date, years later, on which the payment order was issued.
SGK's Circular No. 2024/12 explains, for board membership, the assessment made as of the month in which the premiums must be paid and the last day. In addition, the laws of earlier periods, the type of manager, the form of accrual and special circumstances must be examined in the specific file. That a debt established by a later audit relates to a past period of work is not the only datum that automatically resolves the question of the service relationship.
On what date do a resignation and a removal take effect?
The resignation document, the date it reached the company, the decision of the competent body, and the registration and announcement in the trade registry are assessed together. The end of duty in the internal relationship and the registry announcement do not have to be on the same date. The SGK Circular likewise explains that, for removal and resignation, reliance should not be placed solely on the announcement date.
However, a backdated document or a claim that actual management continued may give rise to a dispute. To whom and when the resignation was delivered should be shown by a notary notice, a delivery record or reliable correspondence. That bank instructions and signatures continued after leaving the post is a fact that needs to be explained.
Does a share transfer eliminate a past SGK debt?
In a share transfer in a limited liability company, the provisions of Article 35 of Law No. 6183 on the liability of the transferor and the transferee are taken into account. The transfer date, the times at which the debt arose and fell due, and the share ratio are assessed together. The form of the transfer agreement and the required company approval are also important.
That the parties state in the agreement "the buyer pays all old debts" does not by itself remove SGK's enforcement authority arising from the law. Such a clause may be the basis of a claim that the paying person can assert against the other party in the internal relationship. Liability towards the public administration and the allocation of debt between the parties must be explained separately.
Can a justified reason remove a manager's liability?
The justified-reason condition in Article 88 of Law No. 5510 is a genuine area of examination. At the same time, the company's making a loss, a disruption of cash flow or a disagreement among shareholders is not, on its own, a general excuse that removes all liability. The legal and factual conditions affecting the manager's ability or authority to pay must be set out together with the relevant time interval.
If the appointment of a trustee (kayyım), restrictions on disposition imposed by a court or a legal change in management authority is asserted, the full scope and the effective date of the decision are examined. From the existence of a composition with creditors (konkordato) or bankruptcy process, the same result cannot be drawn for all periods and all managers. A claim that "I had no authority" must explain which payment transaction could not be made and for what reason.
What defense file should be prepared against a personal payment order?
The payment order, the service record, the period and due date of each debt item, the management and shareholding documents, the enforcement file against the company and the payment records are obtained together. The defense should be built on specific issues such as the absence of the capacity, a wrong period, a wrong share ratio, payment, the statute of limitations or a justified reason.
In an enforcement dispute under Article 88 of Law No. 5510, the labor court route and the 15-day period for the payment order are observed. Because filing an action does not by itself stop enforcement and collection, a request for interim legal protection is assessed separately. If an attachment has also been made, its date, its scope and the route required to have it lifted are determined separately.
Can a manager who pays the debt turn to the company or the other liable persons?
The paying person's recourse claim or contractual claim is assessed according to the nature of the internal relationship. The existence of joint and several liability does not mean that an automatic receivable of the same amount arises against all persons. The payment document, which debt was extinguished, the relationship of duty and fault, and the agreements between the parties are important.
If collection has taken place from the company or from another liable person, it must be checked whether there has been a duplicate collection in SGK's account. If the payment order is annulled at the end of the case, the correction of the personal enforcement record, the lifting of the attachment if any, and the refund of the amount collected are pursued separately. A decision based only on form or an enforcement condition and a rejection of the underlying liability on the merits may not produce the same result.
Conclusion
In a company's SGK debt, the right defense begins with determining the person's capacity, the type of receivable and the relationship between the term of office and the time of payment. The same grounds should not be applied to a limited liability company shareholder, a manager and a joint-stock company board member. Share transfer and resignation records are important; however, their effect must be shown through the specific debt items.
Related articles: Objection to an SGK Payment Order: The 15-Day Period, Annulment Action and Stay of Enforcement; Who Is Liable for a Joint-Stock Company's Tax Debt? Distinguishing Shareholder, Board and Legal Representative; Tax and SGK Debts in Company Liquidation: Liability of Shareholders, Managers and the Liquidation Officer; Liability of a Company Manager and Legal Representative for Tax Debt.
Frequently Asked Questions
Is a joint-stock company shareholder liable for SGK debt?
Shareholding alone does not create direct premium liability; additional duties and unpaid capital debt are examined separately. See the section "Are a joint-stock company shareholder and a board member in the same position?" Related explanation
Is a limited liability company shareholder who is a manager liable only in proportion to the share?
If Article 88 of Law No. 5510 is applied by virtue of the capacity of manager, liability cannot be reduced to the share ratio alone. The distinction in the section "What changes if the shareholder is also a manager?" is important. Related explanation
Is a board member without signing authority released from liability?
The lack of signing authority is not sufficient on its own. The distinction by period and law is explained in the section "A board member without representation and signing authority." Related explanation
Does a share transfer agreement bind SGK?
An internal allocation of debt does not automatically remove the Institution's statutory enforcement authority. See the section "Does a share transfer eliminate a past SGK debt?" Related explanation
Sources and legal bases
- Social Insurance and General Health Insurance Law No. 5510 (Sosyal Sigortalar ve Genel Sağlık Sigortası Kanunu), Arts. 88, 93 and 101
- Law No. 6183 (Amme Alacaklarının Tahsil Usulü Hakkında Kanun), Art. 35, repeated Art. 35, Art. 58 and Art. 79
- SGK Circular No. 2024/12 dated August 14, 2024, Sections 10–11; the Institution's text as published by TÜRMOB
- Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu), in particular Arts. 329, 365, 367, 370–373, 595 and 623