Rule: Sole Liability Principle
According to the Article 329/2 of Turkish Commercial Code (“TCC”), shareholders of joint-stock companies are only responsible for the capital shares they have committed to the company.
As per Article 480/1 of TCC, no debt can be imposed on the shareholder by the articles of association other than the payment of the share price or the premium exceeding the nominal value of the share, except for the exceptions stipulated in the law.
Accordingly, a shareholder who duly fulfills the committed capital debt has no other liability towards the company. This is called the “sole liability principle”.
Exception-1: Shares with Premium (Agio)
According to Article 347 of TCC, shares cannot be issued for less than their nominal value. In order for shares to be issued for a price higher than their nominal value (shares with premium, agio), there shall be a provision in the articles of association or a general assembly resolution taken in this direction.
Since the shareholder is thus charged with a premium payment obligation exceeding the nominal value of the share, several authors in the doctrine claim that premium shares are also an exception to the sole liability principle.
Exception-2: Secondary Liabilities
The legal exception to the sole liability principle in joint stock companies is secondary liabilities. Pursuant to Article 480/4 of TCC, in cases where the transfer of shares are subject to the approval of the company, the articles of association may impose upon shareholders, in addition to the obligation arising from the capital commitment, the obligation to fulfill non-monetary liabilities.
In this respect, the legal liability of the shareholder may arise within the scope of secondary liabilities. Secondary liabilities shall be included in the articles of association.
Non-Liability for Private and Public Debts
According to the Article 329/1 of TCC, a joint stock company is a company whose capital is certain and divided into shares, and is liable for its debts only with its assets.
In parallel with the sole liability principle, joint stock company shareholders are not liable for the private debts and public debts of the joint stock company as a rule. The company will be liable for these debts with its own assets.