Özet:

The purpose of this study is to place the general legal responsibility of the members of the board of directors in public-open anonymous companies in the extent that the work provides for the general legal responsibility of the members of the board of directors in the Turkish Trade Act (TTK) M. 553. The work will not include special responsibilities for the members of the board of directors in the TTK. In anonymous companies, the board of directors is one of the mandatory bodies that law requires. Anonymous company’s management and representative board is the original task of the management board. Members of the Board of Directors must act "with the care of a prudent manager" while performing their duties. This will result in the legal responsibility of the members of the board. Method - The members of the Board of Directors must be proof of defects in the responsibility of the members of the Board of Directors in accordance with the principle of defects in order to produce legal responsibilities. Here the defect may be based on the legal relationship between the member of the board and anonymous company, as well as the wrong actions of the members of the board may be. The lawmaker has removed the defect charges against the board of directors in the cases of liability to be opened against the members of the board of directors of Law No. 6335 and the proof of defect is determined according to the general provisions. The objective defect is not the subjective defect, but the objective defect. According to the objective defect principle, a member of the board of directors is obliged to show the attention and compassion that a conscious, reasonable and reasonable person in the same social environment should show. In other words, the board of directors will act as a cautious managers if they have shown the attention and consciousness of a conscious, reasonable and reasonable person in the same social environment in their actions and processes that will lead to their legal responsibility. In the presence of these circumstances, legal responsibilities will not arise because the members of the board of directors will not be able to submit a defective action. With the regulation of the TTK No. 6102 m. 557, a significant change has been made in the responsibility of the board of directors. This change has adopted a differentiated consciousness principle instead of abandoning the principle of absolute comfort in defective responsibility. Differentiated comfort means that each party is liable for the damage to which more than one party is required to compensate, to the extent that each party may be liable for the damage according to the character of the concrete event. The members of the Board of Directors have been held liable by law in the proportion of the defects of the damage they suffer to both the shareholders and the recipients of the company, if they violate their obligations arising from law or basic contract by defects. In order to open the liability case, the company’s board members have defectively acted in violation of the basic contract and the law, and the company must have been damaged due to this behavior. According to TTK m. 555, due to the damages of an anonymous company, the company and partners have an active lawsuit license. In accordance with the aforementioned provisions, the members of the board of directors are obliged to pay the damage caused by the company due to defects to the anonymous company in accordance with the provisions of M. 553. However, the members of the board of directors have the right to appeal against the members of the board of directors as a result of the possibility that they do not appeal against themselves because they have the power to represent the company. The legal responsibility of the members of the Board of Directors of the TTK No. 6102 In 553 the property was specially regulated unlike the Trade Act. The legal responsibility of the board members is a defect principle. Therefore, no member of the Board of Directors without a defect shall be held liable on the basis of M. 553. According to the Law No. 6335 the members of the board of directors, withdrawing from the principle of defect carnage against the board of directors in the proof of defect, dismissed from the proof of perfection. In addition, the principle of comfort adopted by m.557 has brought the understanding that every member of the board of directors is responsible for external relations only in proportion to defects. As a result of this Regulation, no Board of Directors shall be liable for damages left beyond control.

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