136 / 473
COMMERCIAL LAW
123
liability is applied pursuant to the Social Security and General Health
Code No, 5510, Tax Procedure Code (“TPC”) and Code of Procedure of
Collection of Public Receivables (“CPCPR”).
Pursuant to the TPC, Article 10, in order for tax and other debts
belonging to a limited liability company to be collected from the assets
of managers, the tax office must have been unable to collect the tax due
to the managers not performing their duties related to the tax. Pursuant to
repetitive Article 35 of the CPCPR, which constitutes another provision
governing the personal liability of statutory representatives for tax liability
of limited liability companies, if public receivables may not be fully or
partially collected, or if such receivables appear to be uncollectible from
the assets of the legal entity, they shall be collected from the personal assets
of the statutory representatives of the legal entity. The repetitive Article
35 does not require the fulfilment of a condition regarding whether the
statutory representatives have performed their duties or not for collecting
the debt from their assets.
Conclusion
As can be seen, an understanding similar to that of joint stock
companies is put forth in the TCC for limited liability companies with
the adoption of new concepts such as the management board and legal
entity managers. However, it should be kept in mind that the managers are
personally liable for the public debts of the company.