Turkish authorities pursue a former director personally for a company’s customs debt. Learn how foreign directors can challenge personal liability, payment orders, incorrect liability periods and enforcement against personal assets.

A former director of a Turkish company may unexpectedly receive a payment order or face enforcement for customs debts originally owed by the company.

This can be particularly alarming for foreign executives who left the company months or years earlier.

The key point is:

A company’s customs debt does not automatically become the personal debt of every former director.

Under Article 35 bis of Law No. 6183, public receivables that cannot be collected, or are understood to be uncollectible, from the legal entity may in principle be pursued against qualifying legal representatives from their personal assets. The provision also expressly covers representatives of foreign persons and institutions in Turkey.

However, personal liability requires careful examination of the director’s legal-representative status, representation authority, relevant period, underlying customs debt, collection history and procedural requirements.

1. First Determine Why the Former Director Is Being Pursued

Obtain the formal payment order and identify the statutory basis.

The authority should not merely state:

“You were a director of the company.”

Determine precisely why personal liability is alleged.

2. Being a Former Director Does Not Automatically Create Liability

The decisive issue is not whether the person was associated with the company at some point.

The analysis should determine whether that person was legally a representative of the company for the relevant period and liability concerned.

Official collection guidance links Article 35 bis liability to persons who qualify as legal representatives under the applicable corporate-law structure.

3. Determine the Type of Company

The analysis can differ depending on whether the customs debtor was:

• A limited liability company;
• A joint-stock company;
• A branch of a foreign company;
• Another legal entity.

Do not apply the same personal-liability analysis mechanically to every corporate structure.

4. Obtain the Trade Registry Records

Collect historical records showing:

• Appointment date;
• Resignation or dismissal date;
• Representation authority;
• Registration of changes;
• Publication of changes.

These documents may become central evidence.

5. Determine the Exact Representation Authority

A board member, manager, director and authorized representative are not always legally identical positions.

For joint-stock companies, official collection guidance recognizes that where representation was lawfully delegated to specified persons, collection from other board members may not be appropriate merely because they were board members.

Therefore, obtain the company’s historical representation structure.

6. Check Whether Representation Was Delegated

Review:

• Articles of association;
• Board resolutions;
• Signature circulars;
• Trade registry publications;
• Delegation decisions.

A person who held a corporate title but lacked the relevant legal representation authority may have an important defense.

7. Establish the Director’s Exact Term of Office

Prepare:

Appointment date

→ period of authority

→ resignation/dismissal

→ registration

→ publication.

Then compare these dates with the customs debt.

8. Determine When the Customs Debt Arose

For each customs declaration, identify:

• Import date;
• Customs debt date;
• Additional assessment date;
• Payment due date;
• Enforcement date.

This is critical when liability spans several directors.

9. A Debt Discovered Later May Relate to an Earlier Period

Example:

A company imports goods in 2023.

A post-clearance audit occurs in 2026.

Customs then issues an additional assessment.

The fact that the assessment was issued in 2026 does not automatically mean the director serving in 2026 is the only person relevant to the liability analysis.

The historical customs transaction and applicable representation period must be examined.

10. Likewise, a Former Director Should Not Automatically Be Charged With Later Debts

If the relevant customs transactions occurred after the former director’s authority legally ended, this can provide a fundamental defense.

Prepare a declaration-by-declaration comparison.

11. Build a Customs Debt Timeline

For every disputed liability, record:

Declaration date

customs debt date

assessment

notification

payment due date

director in office

legal representative

collection stage.

This often reveals that the payment order improperly combines different periods.

12. Multiple Directors Require Separate Analysis

A company may have had:

Director A: 2021–2023

Director B: 2023–2025

Director C: 2025–2026.

Do not treat all customs liabilities as one undivided historical balance.

Analyze each underlying debt against the relevant corporate representation structure.

13. Liability Rules Concerning Different Representation Periods Are Legally Sensitive

Earlier amendments to Article 35 bis attempted to impose broader joint liability where the legal representative at the time the public debt arose differed from the representative when it became payable. The Constitutional Court annulled that added rule. Current official collection materials reflect the effect of that annulment.

Accordingly, historical-period analysis is especially important when authorities pursue a former director.

14. Determine Whether the Company Was First Pursued

Article 35 bis concerns public receivables that cannot be collected, or are understood to be uncollectible, from the legal entity.

Therefore, examine what collection action was actually taken against the company.

15. Ask What Makes the Company Debt “Uncollectible”

Obtain evidence concerning:

• Company bank accounts;
• Company assets;
• Attachments;
• Collection attempts;
• Insolvency;
• Liquidation;
• Bankruptcy;
• Other enforcement measures.

If the statutory conditions for proceeding against the representative were not established, this may become a defense.

16. “Company Did Not Pay” Is Not the Entire Analysis

Non-payment alone should not replace the statutory analysis.

The authority should be able to identify the legal basis on which the public receivable is regarded as uncollectible or expected to be uncollectible from the company.

17. Check Whether the Company Still Has Assets

If the company owns substantial:

• Real estate;
• Machinery;
• Bank balances;
• Receivables;
• Inventory,

this information may be relevant to whether the statutory conditions for pursuing the representative are satisfied.

18. Obtain the Company’s Collection File

Do not defend the former director using only the personal payment order.

Obtain the company’s underlying:

• Customs assessments;
• Penalties;
• Payment orders;
• Attachments;
• Collection records.

Personal liability depends heavily on the corporate debt history.

19. Challenge the Underlying Amount Where Legally Available

Check whether the customs debt itself was:

• Cancelled;
• Reduced;
• Paid;
• Settled;
• Incorrectly calculated.

A representative cannot properly be pursued for an amount that is no longer legally outstanding.

20. Review Previous Court Decisions

If the company litigated the customs assessment, obtain the complete judgments.

For example:

Original assessment: TRY 15 million

Final surviving liability: TRY 6 million

A former director should not be pursued on the assumption that the original TRY 15 million remains outstanding.

21. Check Previous Payments

Review:

• Customs payments;
• Enforcement payments;
• Offsets;
• Security collections;
• Refund offsets.

The personal payment order should reflect the actual outstanding balance.

22. Separate Customs Duties and Penalties

The enforcement file may contain:

• Principal customs duties;
• Additional customs duties;
• Administrative penalties;
• Late-payment amounts.

Each component should be identified.

Do not accept a single consolidated amount without explanation.

23. Verify the Payment Order Served on the Former Director

Personal collection should be based on an identifiable enforcement act.

Record:

• Issuing authority;
• Date;
• Amount;
• Underlying company debts;
• Statutory basis;
• Notification date.

The former director’s challenge should address this specific measure.

24. Personal Notification Matters

A notice served on the company years earlier is not the same thing as the later personal enforcement measure directed against the former director.

Review service of the personal payment order independently.

25. Act Immediately After Receiving a Personal Payment Order

Public-debt enforcement procedures can involve short challenge periods.

Do not wait for:

• Former employer explanations;
• Internal accounting review;
• Informal negotiations with Customs.

Preserve procedural rights first.

26. A Resignation Letter Alone May Not Be Enough

A former director should collect objective corporate evidence showing when authority ended.

Important documents may include:

• Shareholder or board resolution;
• Trade registry filing;
• Registry publication;
• Signature circular changes;
• Corporate records.

27. A Corporate Title Is Not Always Equivalent to Legal Representation

International companies frequently use titles such as:

• Country Director;
• General Manager;
• Finance Director;
• Operations Director.

A business title alone should not automatically determine Article 35 bis liability.

The legal representation structure must be established.

28. Foreign Executives Require Particular Attention

Foreign companies may appoint local or expatriate executives with different levels of authority.

Article 35 bis expressly extends to representatives of foreign persons and institutions in Turkey, making correct identification of the actual representative particularly important.

29. Limited Company Managers Should Be Distinguished From Shareholders

In a limited liability company, separate public-debt rules may apply to:

shareholders

and

legal representatives/managers.

Official collection guidance distinguishes shareholder liability under Article 35 from legal-representative liability under Article 35 bis.

A former manager’s liability should therefore not be analyzed merely by reference to share ownership.

30. Selling Shares Does Not Automatically Answer Director Liability

A person may:

• Sell shares but remain manager;
• Resign as manager but retain shares;
• Hold no shares but serve as manager.

Each capacity must be analyzed separately.

31. Joint-Stock Company Board Members Require Authority Analysis

For joint-stock companies, determine who legally held representation authority during the relevant period.

Official collection guidance recognizes circumstances in which representation delegated to specified executive members or third-party managers affects which individuals can be pursued.

This can be a major defense for non-executive or non-representative board members.

32. Personal Assets May Be at Risk

If personal liability is established and enforcement progresses, authorities may seek collection against the former representative’s personal assets under the public-receivables regime.

This makes early challenge particularly important.

33. Bank Accounts Should Be Monitored

A former director receiving a payment order should determine whether personal bank accounts are already subject to attachment.

If attachment has occurred, obtain:

• Bank notice;
• Amount frozen;
• Enforcement reference;
• Date.

34. Real Estate and Other Personal Property May Also Become Relevant

Determine whether any attachment has been placed on:

• Real estate;
• Vehicles;
• Receivables;
• Other assets.

The legality of the underlying personal liability should be challenged before enforcement progresses further where procedural remedies remain available.

35. Seek Suspension Where Available

Where the personal payment order is challenged, assess whether interim judicial protection or suspension of execution is available and necessary.

Do not automatically assume filing a case prevents all collection measures.

36. Show the Specific Legal Error

An effective challenge should identify concrete defects such as:

Not the legal representative

Wrong representation period

Debt arose outside relevant period

Company collection prerequisites not satisfied

Debt already paid

Amount incorrect

Underlying assessment cancelled

Defective notification

Limitation issue.

37. Do Not Base the Defense Only on “I Did Not Know About the Customs Debt”

Lack of personal knowledge may not by itself resolve statutory representative liability.

A stronger defense focuses on:

• Legal status;
• Authority;
• Relevant dates;
• Statutory collection conditions;
• Amount.

38. Liquidation Does Not Automatically Eliminate Historical Representative Liability

Article 35 bis expressly states that liquidation or completed liquidation of a legal entity does not itself eliminate a legal representative’s responsibility for periods before liquidation where the statutory conditions otherwise apply.

Therefore, “the company was liquidated” is not by itself a complete defense.

39. Bankruptcy Also Requires Detailed Analysis

If the company entered bankruptcy, examine:

• Timing;
• Collection attempts;
• Bankruptcy estate;
• Customs claims filed;
• Amount recovered.

This information may affect whether and to what extent representative liability is pursued.

40. Limitation Should Be Examined

Review both:

limitations concerning the underlying customs debt

and

limitations concerning public-debt collection.

Do not assume the former director can be pursued indefinitely merely because the original company once owed Customs money.

41. The Former Director May Have Recourse Against the Company

Article 35 bis states that representatives who pay public receivables under this responsibility may seek recourse against the principal public debtor.

Whether recovery is commercially realistic depends on the company’s financial condition.

42. Contractual Indemnities Should Be Reviewed

Former foreign executives may have:

• Director indemnity agreements;
• Employment agreements;
• Share purchase protections;
• D&O insurance.

These should be reviewed separately from the defense against Customs.

43. D&O Insurance May Need Immediate Notification

If the former director has access to directors’ and officers’ liability insurance, review:

• Notification requirements;
• Public-law exclusions;
• Defense-cost provisions;
• Relevant policy period.

Do not assume coverage exists, but avoid missing a notification deadline.

44. Prepare a Director Liability Matrix

For complex cases, use:

Customs declaration

debt date

payment date

company representative

former director’s authority

company collection attempt

amount outstanding

personal payment order.

This is often the fastest way to identify overbroad personal enforcement.

45. Immediate Defense Strategy for a Former Director

The recommended sequence is:

Obtain the personal payment order

→ record notification date

→ identify the statutory basis

→ obtain historical trade registry records

→ determine exact representation authority

→ identify the director’s term

→ map every customs debt to the relevant period

→ review collection efforts against the company

→ reconcile payments and court decisions

→ identify procedural defects

→ challenge the personal enforcement within the applicable period

→ seek urgent suspension where necessary

→ monitor personal asset attachments

→ review indemnity and insurance rights.

25-Point Former Director Defense Checklist

1. Obtain the personal payment order.
2. Record its notification date.
3. Identify the statutory basis.
4. Obtain the underlying customs assessments.
5. Identify every declaration.
6. Determine when each debt arose.
7. Determine when each debt became payable.
8. Obtain trade registry records.
9. Verify appointment date.
10. Verify resignation or dismissal date.
11. Determine representation authority.
12. Review delegation of authority.
13. Review signature circulars.
14. Identify other legal representatives.
15. Review collection against the company.
16. Determine whether the corporate debt was uncollectible.
17. Check company assets.
18. Check previous payments.
19. Review settlement history.
20. Review court decisions.
21. Recalculate the outstanding amount.
22. Review limitation issues.
23. Challenge personal enforcement promptly.
24. Assess urgent suspension.
25. Review indemnity and D&O insurance.

Frequently Asked Questions

1. Can Turkish authorities pursue a former director personally for company customs debt?

Potentially, but not merely because the person once held a corporate title. Article 35 bis of Law No. 6183 provides for collection from qualifying legal representatives where the statutory conditions are met.

2. Is every board member automatically personally liable?

Not necessarily. Particularly for joint-stock companies, representation authority and lawful delegation must be examined. Official collection guidance recognizes that where representation has been delegated to specified persons, other board members may not necessarily be the appropriate persons to pursue.

3. What if the customs debt arose after the director resigned?

The dates of the underlying customs transaction, debt, payment obligation and legal representation must be compared carefully. A former director should challenge liabilities attributed to periods for which the required legal connection is absent.

4. What if the customs audit occurred after the director left?

The audit date alone does not determine liability. A later audit can concern customs declarations from an earlier period.

5. Must Customs first attempt collection from the company?

Article 35 bis applies to public receivables that cannot be collected or are understood to be uncollectible from the legal entity. The corporate collection history should therefore be examined carefully.

6. Can a former director challenge the amount?

Yes. Check whether the debt was paid, reduced, settled or cancelled and whether the personal payment order accurately reflects the outstanding corporate liability.

7. Can the former director’s personal bank account be attached?

If valid personal liability reaches compulsory collection, personal enforcement measures may follow. Any payment order or attachment should therefore be reviewed immediately.

8. Does liquidation of the company eliminate former-director liability?

Not automatically. Article 35 bis expressly provides that liquidation does not itself eliminate responsibility for qualifying periods before liquidation.

9. Can a former director recover money from the company after paying?

Article 35 bis provides a right of recourse against the principal public debtor for amounts paid under the representative-liability provision.

10. What is the strongest first defense?

Establish exactly whether the former director was the legally responsible representative for the customs debts being pursued. The company’s trade registry history, representation structure, customs-debt dates and collection history should be compared debt by debt rather than treating the company’s entire historical customs balance as one personal liability.

Client-Focused Legal Support for Former Directors Facing Customs Debt in Turkey

Former-director customs enforcement may involve:

Personal payment orders

Legal representative liability

Historical customs debts

Former director liability

Personal bank attachments

Public-debt collection

Incorrect liability periods

Suspension of execution

and administrative litigation.

Fırat Fesih Kaya Law Office assists foreign directors, former executives, foreign investors and multinational companies where Turkish authorities seek to collect company customs debts from individuals.

Lawyer Fırat Fesih Kaya provides legal assistance in reviewing personal payment orders, reconstructing historical representation periods, challenging incorrect legal-representative liability, examining collection efforts against the company and seeking urgent protection against enforcement directed at personal assets.

Phone: +90 312 434 22 22
Mobile: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Address: Mevlana Boulevard No:221, Yıldırım Tower, Office No:148, 06520 Balgat, Çankaya, Ankara, Turkey