A foreign shareholder receives a Turkish payment order for company customs debt. Learn when personal liability may arise, how limited-company shareholder liability differs from director liability, and what defenses may be available.

A foreign investor may be surprised to receive a personal payment order for customs debts originally owed by a Turkish company.

The immediate question is:

Can Turkish authorities collect a company’s customs debt from a foreign shareholder personally?

The answer depends heavily on the type of company and the shareholder’s legal position.

For a Turkish limited liability company, Article 35 of Law No. 6183 provides a specific public-debt liability regime. Where a public receivable cannot be collected, or is understood to be uncollectible, from the company, limited-company shareholders may be pursued in proportion to their capital shares. Official Revenue Administration guidance expressly confirms this framework.

However, ordinary share ownership in a joint-stock company should not automatically be treated in the same way. Likewise, a shareholder who also served as a manager, director or legal representative may face a different liability analysis.

Therefore, receiving a payment order does not mean the shareholder should immediately accept personal liability.

The correct strategy is:

Identify the company type → identify the statutory basis of the payment order → verify shareholding and relevant periods → determine whether the company debt was properly pursued first → calculate the shareholder’s potential share-based liability → distinguish shareholder liability from legal-representative liability → challenge the payment order within the applicable procedural period.

1. Obtain the Personal Payment Order Immediately

The shareholder should obtain the complete payment order and identify:

• Issuing authority;
• Amount demanded;
• Underlying customs debts;
• Company concerned;
• Legal basis for personal liability;
• Notification date.

The notification date should be recorded immediately because public-debt enforcement remedies can involve short procedural periods.

2. Determine the Type of Turkish Company

This is one of the most important questions.

Is the company:

• A limited liability company?
• A joint-stock company?
• Another corporate form?
• A Turkish branch of a foreign company?

The answer can fundamentally change the personal-liability analysis.

3. Limited-Company Shareholders Have a Special Public-Debt Regime

Under Article 35 of Law No. 6183, shareholders of limited companies can be held responsible for qualifying public receivables that cannot be collected or are understood to be uncollectible from the company.

The liability is generally linked to the shareholder’s capital percentage.

For example, if the relevant unpaid public debt is TRY 10 million and the foreign investor held a 30% share, the starting point for Article 35 analysis may be a potential TRY 3 million share-based exposure rather than automatic liability for the entire TRY 10 million.

The actual calculation must nevertheless consider the relevant periods, share transfers and other statutory conditions.

4. The Company Must First Be Examined as the Primary Debtor

Article 35 is not simply a mechanism allowing the administration to bypass the company and immediately pursue shareholders.

Official Revenue Administration guidance states that, before proceeding against limited-company shareholders, the public receivable must be shown to be wholly or partially uncollectible, or understood to be uncollectible, from the company.

This is a major defense issue.

5. Ask What Collection Measures Were Taken Against the Company

Obtain evidence concerning:

• Company bank attachments;
• Company asset searches;
• Machinery and vehicle attachments;
• Receivables attachments;
• Real-estate searches;
• Bankruptcy or insolvency proceedings;
• Other collection measures.

The administration’s conclusion that the debt cannot be collected from the company should be examined rather than assumed.

6. A Company Simply Failing to Pay Is Not the Entire Test

The fact that the company did not voluntarily pay its customs debt does not by itself answer whether the statutory conditions for pursuing the shareholder have been satisfied.

The collection history matters.

7. Check Whether the Company Still Has Assets

Determine whether the Turkish company still owns:

• Bank balances;
• Real estate;
• Vehicles;
• Machinery;
• Inventory;
• Customer receivables;
• Other attachable rights.

Evidence of substantial corporate assets may become relevant when reviewing the personal payment order.

8. Determine the Foreign Shareholder’s Exact Ownership Percentage

Obtain:

• Trade registry records;
• Articles of association;
• Share transfer documents;
• Share ledger;
• Capital increase records.

Do not rely on the company’s current ownership structure alone.

Historical ownership may be decisive.

9. Identify When the Customs Debt Arose

For each customs debt, determine:

Import date

customs declaration

date customs debt arose

additional assessment date

payment due date

shareholder at the relevant time.

A customs audit conducted in 2026 may concern imports made several years earlier.

10. Later Discovery Does Not Automatically Determine Shareholder Liability

Suppose a company imported goods in 2023 but Customs discovered an alleged underpayment during a 2026 post-clearance audit.

The fact that the assessment was issued in 2026 does not mean the shareholder structure in 2026 is automatically the only relevant ownership structure.

The historical dates must be analyzed carefully.

11. Share Transfers Require Particular Attention

Article 35 contains specific rules concerning transfers of limited-company shares.

Official Revenue Administration guidance states that, under the statutory framework, a transferor and transferee may face joint responsibility in relation to qualifying pre-transfer public receivables, subject to the applicable conditions.

Therefore, buying or selling shares does not automatically eliminate historical public-debt exposure.

12. Former Shareholders Should Not Ignore a Payment Order

A foreign investor may say:

“I sold my shares three years ago, so this cannot concern me.”

That conclusion should not be made without reviewing:

• When the public receivable arose;
• When it became payable;
• When the shares were transferred;
• Which version of the relevant legislation applies.

13. Current Shareholders Can Also Face Historical Questions

Conversely, a person who acquired shares after certain customs transactions may need to analyze whether Article 35’s share-transfer provisions create exposure.

The purchase date alone does not resolve the question.

14. Build a Shareholder Liability Timeline

For every customs debt, prepare:

Issue	Relevant Information
Customs declaration	Date
Customs debt arose	Date
Debt became payable	Date
Shareholder	Name
Share percentage	Percentage
Share transfer	Date
Company collection status	Status
Personal payment order	Amount

This is particularly important when the company underwent several ownership changes.

15. Do Not Confuse Shareholder Liability With Director Liability

There are two potentially different routes:

Article 35 — limited-company shareholder liability

and

Article 35 bis — legal representative liability.

These should never be treated as interchangeable.

Official collection guidance expressly distinguishes limited-company shareholder liability based on capital share from legal-representative liability.

16. A Foreign Shareholder May Also Be a Manager

Suppose a foreign investor owns 40% of a limited company and also serves as a manager with representation authority.

The administration may potentially examine:

shareholder liability

and

legal-representative liability

under different statutory provisions.

The defense must determine which provision the payment order actually relies upon.

17. Manager Liability Can Be Much Broader

Limited-company shareholder liability under Article 35 is generally proportionate to the capital share.

Legal-representative liability under Article 35 bis follows a different framework and can potentially concern the entire qualifying public receivable.

Official Revenue Administration guidance expressly distinguishes these two regimes.

This distinction can dramatically affect the amount at stake.

18. Example: Passive Foreign Investor

Assume:

Company customs debt: TRY 20 million

Foreign shareholder’s interest: 20%

Foreign shareholder was never a manager or legal representative.

The analysis should not simply proceed on the assumption that the investor owes the entire TRY 20 million.

The Article 35 share-based framework and all statutory prerequisites should be examined.

19. Example: Shareholder and Manager

Now assume the same investor:

• Holds 20% of the shares;
• Is also registered as a manager;
• Has legal representation authority.

A separate legal-representative analysis may become necessary.

Therefore, the trade registry and representation records are essential.

20. Joint-Stock Company Shareholders Require Different Analysis

An ordinary shareholder in a Turkish joint-stock company should not automatically be subjected to the limited-company shareholder rule merely because the company owes Customs money.

The company’s legal form must therefore be verified before accepting the payment order’s theory of liability.

21. Board Membership Is a Separate Issue

A foreign investor may simultaneously be:

• Shareholder;
• Board member;
• Authorized representative.

Each capacity has different legal significance.

The authority should identify which capacity creates the alleged personal liability.

22. Review Representation Authority

If the foreign shareholder was also a board member or manager, obtain:

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

The legal-representative analysis depends on actual statutory and registered authority, not merely a corporate title.

23. Check the Underlying Customs Debt

Even if personal liability could theoretically exist, the amount being collected must still be correct.

Review whether the underlying customs debt was:

• Paid;
• Cancelled;
• Reduced;
• Settled;
• Partially annulled by a court.

24. Obtain the Company’s Customs File

Collect:

• Customs declarations;
• Additional assessments;
• Administrative fines;
• Objections;
• Settlement records;
• Court decisions;
• Payment records.

The shareholder’s payment order cannot be properly analyzed in isolation.

25. Recalculate the Outstanding Debt

Prepare:

Original customs assessment

minus

payments

minus

court cancellations

minus

settlement reductions

minus

other legally credited amounts

equals

actual outstanding debt.

Then calculate the shareholder’s potential statutory exposure.

26. Check Whether the Share Percentage Is Correct

A payment order may be based on outdated ownership information.

For example:

Authority assumes 50% ownership

while

historical records establish 25%.

That difference can materially change potential Article 35 exposure.

27. Capital Increases Can Change the Percentage

If the company’s capital structure changed during the relevant period, determine the shareholder’s percentage at the legally relevant time.

Do not automatically apply today’s percentage to historical customs debts.

28. Nominal Investment Amount Is Not the Same as Liability Amount

The fact that a foreign shareholder invested TRY 5 million does not necessarily mean personal public-debt liability is limited to TRY 5 million.

Article 35 operates by reference to the relevant capital-share ratio under the statutory framework, rather than simply the amount originally paid for the investment.

29. Check Whether the Debt Is Actually a Public Receivable Covered by the Procedure

Identify every component:

• Customs duty;
• Additional customs duty;
• Administrative penalty;
• Late-payment amount;
• Other charge.

The payment order should provide a legally supportable breakdown.

30. Customs Penalties Should Be Reviewed Separately

Do not assume every penalty automatically follows exactly the same liability analysis without examining its legal basis and procedural history.

Obtain the original penalty decision.

31. Personal Notification Must Be Examined

Record when and how the foreign shareholder personally received the payment order.

A notice previously served on the company is different from the later enforcement measure directed against the shareholder.

32. Foreign Address Issues Can Be Important

Foreign shareholders may live permanently outside Turkey.

Review:

• Address used for notification;
• Method of service;
• Actual date of legally effective notification.

Do not rely solely on when the investor first informally learned about the debt.

33. Challenge the Payment Order Promptly

Public-debt payment orders are deadline-sensitive.

The foreign shareholder should immediately obtain legal review rather than spending weeks negotiating informally with the former company or customs broker.

34. Identify the Precise Defense Grounds

Depending on the facts, possible issues may include:

• Wrong company type;
• No statutory shareholder liability;
• Wrong share percentage;
• Wrong ownership period;
• Defective share-transfer analysis;
• Company collection prerequisites not satisfied;
• Debt already paid;
• Assessment cancelled or reduced;
• Incorrect amount;
• Limitation;
• Invalid notification;
• Confusion between shareholder and legal-representative liability.

35. Personal Bank Accounts May Be at Risk

If the payment order progresses to compulsory collection, the shareholder’s personal assets may potentially become subject to enforcement where valid personal liability exists.

Check immediately whether any bank attachment has already occurred.

36. Personal Real Estate and Other Assets Should Be Monitored

Determine whether the authorities have imposed or attempted:

• Bank attachment;
• Vehicle attachment;
• Real-estate attachment;
• Receivables attachment.

If enforcement has already begun, the payment-order challenge and attachment strategy should be coordinated.

37. Seek Urgent Judicial Protection Where Appropriate

Where the payment order is seriously disputed and personal enforcement is imminent or already underway, assess whether suspension of execution or another interim remedy is available.

Do not automatically assume that filing a case stops all collection activity.

38. Foreign Ownership Does Not Itself Create Personal Liability

A person should not be pursued merely because they are a foreign investor.

The same statutory liability framework must be applied based on:

• Company type;
• Shareholding;
• Representation;
• Relevant dates;
• Collection prerequisites.

Nationality does not replace these requirements.

39. Share Purchase Agreements Should Be Reviewed

A foreign investor who acquired a Turkish company may have contractual protection through:

• Tax indemnities;
• Customs warranties;
• Historical-liability indemnities;
• Escrow;
• Holdback arrangements.

These contractual rights do not necessarily prevent the authorities from pursuing a person who is legally liable, but they may provide recovery rights against the seller.

40. Due Diligence Failures Do Not Automatically Create Public Liability

A foreign investor may have failed to discover historical customs debts during acquisition due diligence.

That commercial failure does not itself create statutory personal liability.

The liability must still satisfy the requirements of Law No. 6183.

41. Consider Recourse and Indemnity Claims

If the shareholder ultimately pays a debt connected with pre-acquisition customs liabilities, review possible recovery from:

• Seller;
• Other shareholders;
• Company;
• Indemnifying party.

This is separate from challenging the government’s payment order.

42. Review All Company Public Debts

If Customs has pursued the foreign shareholder once, determine whether the company has additional unpaid public receivables.

A comprehensive review can prevent multiple unexpected payment orders.

43. Prepare a Liability Matrix

For complex cases, prepare:

Debt

Declaration date

Debt date

Payment date

Company type

Shareholder

Share percentage

Manager status

Company collection efforts

Outstanding amount

Personal demand.

This can reveal overbroad enforcement quickly.

44. Do Not Transfer Personal Assets to Avoid Enforcement

Artificial transfers designed to defeat public-debt collection can create serious additional risks.

Use lawful remedies:

• Payment-order challenge;
• Suspension request;
• Incorrect-liability objection;
• Excessive-attachment challenge.

45. Immediate Strategy After a Foreign Shareholder Receives a Payment Order

The recommended sequence is:

Obtain the payment order

→ record the notification date

→ identify the company type

→ identify Article 35 or Article 35 bis basis

→ obtain historical shareholder records

→ determine share percentages

→ review share transfers

→ determine whether the shareholder was also a manager or legal representative

→ map customs debts to relevant periods

→ review collection attempts against the company

→ recalculate the outstanding debt

→ identify procedural and substantive defenses

→ challenge personal enforcement promptly

→ seek urgent protection where necessary.

25-Point Foreign Shareholder Payment Order Checklist

1. Obtain the payment order.
2. Record the notification date.
3. Identify the customs debt.
4. Identify the statutory liability provision.
5. Confirm the company type.
6. Obtain trade registry records.
7. Obtain the shareholder ledger.
8. Determine historical share percentages.
9. Review capital increases.
10. Review share transfers.
11. Identify when each customs debt arose.
12. Identify when each debt became payable.
13. Determine whether the shareholder was a manager.
14. Determine representation authority.
15. Separate Article 35 and Article 35 bis exposure.
16. Review collection against the company.
17. Check company assets.
18. Review customs assessments.
19. Review administrative penalties.
20. Check payments.
21. Review settlements.
22. Review court decisions.
23. Recalculate personal exposure.
24. Challenge the payment order promptly.
25. Assess urgent protection against personal enforcement.

Frequently Asked Questions

1. Can a foreign shareholder be personally liable for a Turkish company’s customs debt?

Potentially, depending particularly on the company’s legal form and the shareholder’s role. For limited companies, Article 35 of Law No. 6183 provides a specific regime for qualifying public debts that cannot be collected or are understood to be uncollectible from the company.

2. Is a limited-company shareholder liable for the entire customs debt?

Under the Article 35 shareholder regime, liability is generally linked to the shareholder’s capital-share percentage. A separate and potentially broader analysis may arise if the shareholder was also a legal representative.

3. Can Customs pursue the shareholder before trying to collect from the company?

Article 35 concerns public receivables that cannot be collected, or are understood to be uncollectible, from the limited company. The collection measures taken against the company should therefore be reviewed carefully.

4. What if the foreign shareholder sold the shares before receiving the payment order?

The share-transfer date, the date the public receivable arose, when it became payable and the applicable Article 35 rules must all be examined. A former shareholder should not assume that a share transfer automatically eliminates every historical exposure.

5. What if the investor bought the shares after the customs violation occurred?

Historical share-transfer rules require careful analysis. The relevant dates cannot be determined solely from when Customs later discovered or assessed the debt.

6. Is an ordinary shareholder of a joint-stock company personally liable in the same way?

The Article 35 limited-company shareholder regime should not simply be transferred to an ordinary joint-stock-company shareholder. Any alleged personal liability requires identification of a specific legal basis.

7. What if the shareholder was also a company manager?

Then legal-representative liability may need to be analyzed separately under Article 35 bis. Official Revenue Administration guidance expressly distinguishes share-based limited-company liability from legal-representative liability.

8. Can the shareholder challenge an incorrect ownership percentage?

Yes. Historical trade registry records, share ledgers, capital changes and share-transfer documentation should be used to establish the correct percentage for the relevant period.

9. Can personal bank accounts be attached?

If personal liability is validly established and compulsory collection progresses, personal enforcement may follow. A foreign shareholder receiving a payment order should therefore act before enforcement reaches personal assets.

10. What is the most important defense?

First determine why the shareholder is supposedly personally liable. A limited-company shareholder, a joint-stock-company shareholder and a shareholder who also serves as legal representative can face fundamentally different legal regimes. The authority’s statutory basis, the company’s collection history, the investor’s historical share percentage and the relevant customs-debt dates should all be verified before accepting any personal liability.

Client-Focused Legal Support for Foreign Shareholders Facing Customs Debt in Turkey

Foreign shareholder enforcement may involve:

Personal payment orders

Limited-company public debts

Customs debt liability

Historical customs assessments

Share-transfer liability

Legal representative liability

Personal bank attachments

Suspension of execution

and public-debt litigation.

Fırat Fesih Kaya Law Office assists foreign shareholders, international investors, multinational groups and former shareholders who receive personal payment orders relating to customs debts of Turkish companies.

Lawyer Fırat Fesih Kaya provides legal assistance in reviewing payment orders, determining whether personal shareholder liability legally exists, reconstructing historical shareholding periods, distinguishing shareholder liability from director liability, challenging incorrect amounts 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