Özet:

According to the new Turkish Commercial Code no: 6102 (new TCC), limited company is considered as a capital company. Partner is not held liable for the debts of the limited company. The main obligation of the partner towards the limited company is to put the capital. The new TCC stipulates that the entire of the capital is undertaken within the articles of association and the cash section is paid up at the establishment stage, and takes various precautions for the payment of the capital in kind. The new TCC assumes that the partner has paid capital debts completely. Therefore, the new TCC had not regulated the responsibility from capital defi cit and as predecessor. In case the capital is returned back and in case of an unfair share of profi ts or interest is paid by the limited company, the partner shall be liable to return these items. The loyalty liability of the partner to the limited company is understood as to act in accordance with the objectives and interests of the limited company, avoiding any damaging actions. The liability of protecting the secrets of the limited company is also under this scope. The new TCC adapts the selected management organ system and competition restrictions of the partners are regulated independently from the managers. On the condition that it is stipulated in the articles of association, it is allowed to provide the partners with the liability of an additional payment and supplementary performance. As the scope of this liability is enlarged, the personal liabilities of the partners to the limited company increase.

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