Can company directors be personally liable for customs debts and penalties in Turkey? Learn the 2026 rules on legal representatives, unpaid customs duties, public receivables, payment orders, director defenses, foreign directors and tax court remedies.

The personal liability of company directors for customs debts and penalties in Turkey is a critical issue for foreign investors, board members, managing directors and executives of Turkish subsidiaries. A customs assessment may initially be issued against the company, but if the resulting public debt cannot legally be collected from the company, Turkish authorities may in certain circumstances pursue the company’s legal representative personally.

This can expose a director or manager’s personal assets to enforcement measures even though the original import transactions were carried out in the name of a limited liability company or joint-stock company.

However, a company’s unpaid customs debt does not automatically make every director, board member, shareholder or foreign executive personally liable. The legal basis of liability, the person’s authority during the relevant period, the nature of the debt, the collection procedures followed against the company and the timing of the underlying customs transaction must all be examined.

The principal legislation includes Customs Law No. 4458 and Law No. 6183 on the Procedure for the Collection of Public Receivables. Article 35 bis of Law No. 6183 provides a mechanism under which public receivables that cannot be collected, or are understood to be uncollectible, from a legal entity may be pursued against its legal representatives. The provision also expressly extends to representatives in Turkey of foreign persons and institutions.

For directors facing substantial customs assessments in Turkey, this distinction can determine whether a corporate customs problem becomes a personal financial risk.

Are Company Directors Personally Liable for Customs Debts in Turkey?

Potentially, but not merely because they hold the title of director.

The starting point is the separate legal personality of the company. If a Turkish company imports goods and becomes liable for customs duties, the company is ordinarily the primary debtor.

The existence of an unpaid company debt does not automatically mean that customs authorities can immediately seize a director’s personal bank accounts, real estate or other assets.

A separate statutory basis is required before the administration can pursue the legal representative.

One of the most important provisions is Article 35 bis of Law No. 6183. It provides that public receivables that cannot be collected, or are understood to be uncollectible, wholly or partly from the assets of legal entities may be collected from the personal assets of their legal representatives under the statutory conditions.

Therefore, identifying the company’s actual legal representative during the relevant period is essential.

Is Every Board Member Personally Responsible?

Not necessarily.

A person’s title should not be considered in isolation. The company’s trade registry records, articles of association, board resolutions, representation arrangements and the periods during which the individual had legal authority may all become relevant.

This issue is particularly important for joint-stock companies with multiple board members.

The analysis should determine who possessed the legally relevant representative authority rather than automatically treating every person appearing on the board as personally responsible for every customs debt.

A director who never had the relevant representation authority may therefore have materially different defenses from the company’s authorized legal representative.

What About Managers of Turkish Limited Liability Companies?

Limited liability companies require particular attention because the legal position of company managers and shareholders can involve different statutory liability regimes.

A person may be pursued because they were a legal representative, while a shareholder may potentially face a different form of public-receivable liability under Article 35 of Law No. 6183 where the statutory conditions apply.

These legal bases should not be confused.

An individual who is both a shareholder and a company manager may therefore need to examine separately whether an enforcement action is based on shareholder status, legal-representative status or both.

The distinction can materially affect the scope of liability and available defenses.

Must Customs First Try to Collect the Debt from the Company?

This is one of the most important issues in director-liability disputes.

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

A 2025 Constitutional Court decision discussing the provision confirms that pursuit of a legal representative under Article 35 bis requires statutory conditions, including an enforceable public debt of the legal entity and a situation in which collection from the legal entity has wholly or partly failed or is understood to be impossible.

This means that a director receiving a personal payment order should investigate what collection measures were actually taken against the company.

The existence of company assets, receivables, vehicles, bank accounts or other property may become highly relevant.

Why Is the Company’s Collection Process Important?

Turkish administrative case law illustrates the importance of this issue.

In a case reviewed by the Council of State, questions arose because vehicles belonging to the company had been seized but had not been sold, and there was insufficient information demonstrating whether their value could satisfy the public debt. The underlying judicial reasoning considered whether the collection avenues against the company had actually been exhausted before pursuing another responsible person.

Accordingly, a director should not assume that a payment order is automatically valid simply because the company has not voluntarily paid its customs debt.

The administration’s collection process against the primary debtor may itself require judicial scrutiny.

Does the Director Have to Be at Fault?

The answer depends heavily on the statutory basis used to impose liability.

This is why the payment order and legal provisions cited by the administration must be examined carefully.

The Council of State has specifically distinguished liability mechanisms under different statutes and emphasized that the legal requirements can differ substantially depending on the statutory provision on which the administration relies.

For Article 35 bis of Law No. 6183, the statutory mechanism should not simply be treated as an ordinary negligence claim against the director.

The correct question is whether the statutory requirements for pursuing the legal representative have been satisfied.

Can a Former Director Be Liable for Old Customs Debts?

Potentially, but timing is critical.

A director should identify when the customs debt arose, when it became payable, when the individual acquired legal representative status and when that status ended.

The Constitutional Court has emphasized the importance of avoiding liability for conduct occurring during periods in which a former representative no longer had an opportunity to intervene. In discussing earlier amendments to Article 35 bis, the Court highlighted fairness concerns associated with imposing responsibility for another person’s later acts or omissions after the individual’s representative authority had ended.

Therefore, former directors receiving payment orders should carefully compare their official appointment and resignation dates with the periods covered by the customs debt.

Does Resigning as a Director Automatically Eliminate Liability?

No.

Resignation does not automatically eliminate responsibility relating to periods during which the individual was legally responsible.

Article 35 bis also provides that liquidation or completion of liquidation does not remove legal representatives’ responsibility relating to periods before the company entered liquidation.

Similarly, resignation should not be viewed as a mechanism that retroactively eliminates every possible liability arising during an earlier period.

However, it can be highly important where the administration seeks to impose liability for debts connected with a period after the person’s representative authority ended.

Can a New Director Be Liable for Customs Debts Created Before Appointment?

This requires careful case-specific analysis.

A new director should not simply accept personal liability because the company has historical customs debts.

The timing of the customs transaction, creation of the public receivable, payment obligation, director’s appointment and collection proceedings should all be examined.

This issue frequently arises during acquisitions.

A foreign investor may acquire a Turkish company and appoint a new board or management team only to discover a historical customs assessment several months later.

The new management should immediately distinguish between the company’s continuing corporate liability and the separate question of whether any newly appointed director can legally be pursued personally.

Can Foreign Directors Be Personally Liable?

Foreign nationality does not itself create an exemption from Turkish public-receivable rules.

This issue is particularly important for multinational companies operating through Turkish subsidiaries.

A foreign executive appointed as the legally authorized representative of a Turkish company may potentially fall within the relevant legal-representative framework if the statutory conditions are satisfied.

Moreover, Article 35 bis expressly states that the provision also applies to representatives in Turkey of foreign persons or institutions.

Foreign companies should therefore review Turkish representation structures carefully before appointing overseas executives to formal management positions.

Can Customs Authorities Seize a Director’s Personal Assets?

Potentially, if a valid and enforceable personal public-receivable liability has arisen and the statutory enforcement conditions have been satisfied.

Enforcement under Law No. 6183 can have serious consequences.

Depending on the legally available enforcement measures and stage of proceedings, personal bank accounts, receivables or other assets may potentially become subject to public-debt collection measures.

This is why a payment order addressed personally to a director should never be ignored.

The recipient should immediately determine whether the administration has established the legal prerequisites for personal liability.

Can a Director’s Personal Bank Account Be Subject to E-Seizure?

Potentially, where the individual has become personally liable for an enforceable public receivable and the statutory collection procedure permits enforcement.

However, the fact that an electronic seizure has been implemented does not necessarily mean that the underlying liability is legally correct.

The director may need to challenge the payment order, enforcement measure or underlying liability depending on the procedural posture of the case.

Speed is critical because public-receivable proceedings involve strict procedural deadlines.

Are Customs Penalties Also Recoverable from Directors?

This question requires particular care.

Customs duties and administrative customs penalties do not necessarily raise identical liability issues.

The Ministry of Trade’s customs settlement guidance separately identifies customs taxes and administrative fines imposed under provisions including Articles 234, 235, 236, 237, 238, 239 and 241 of Customs Law No. 4458.

Accordingly, whenever authorities attempt to pursue a director for both the underlying customs debt and penalties, each item should be reviewed separately.

The administration should be required to identify the precise statutory basis on which personal collection of each amount is sought.

A company director should not assume that personal liability for one component automatically establishes liability for every related penalty.

What About Customs Penalties Involving Smuggling Allegations?

Administrative customs penalties must be distinguished from criminal liability.

Where conduct potentially falls within Anti-Smuggling Law No. 5607, the matter can develop into a criminal investigation rather than remaining solely a customs-debt dispute.

The Ministry of Trade’s settlement guidance expressly states that receivables relating to smuggling offences and misdemeanours under Article 3 of Law No. 5607 are excluded from the customs settlement procedure.

Criminal responsibility is fundamentally different from corporate public-debt collection.

A director should not be considered criminally responsible merely because of their corporate title. Criminal liability requires analysis of the individual’s alleged conduct and the elements of the relevant offence.

Can a Director Be Liable for an Incorrect GTIP Classification?

The company may face additional customs duties and penalties where authorities determine that an incorrect GTIP classification resulted in underpayment.

Whether the director can subsequently be pursued personally is a separate question.

First, the underlying customs assessment must be examined. The company’s classification may actually have been correct.

Second, the company’s status as primary debtor and the collection history should be reviewed.

Third, the legal basis for pursuing the director personally must be identified.

Therefore, a director should not begin by defending their personal conduct before examining whether the underlying customs assessment itself is lawful.

What If the Customs Debt Results from an A.TR or EUR.1 Problem?

Origin and movement-document disputes can produce substantial retrospective customs assessments.

For example, Turkish customs may later determine that a EUR.1 certificate did not establish preferential origin or that an A.TR document did not provide the treatment originally claimed.

Where this results in a final public receivable against the company, director-liability questions may subsequently arise if the company does not satisfy the debt.

Again, the director can potentially have two levels of defense: challenging the underlying customs assessment and challenging the legal conditions for personal collection.

What If the Company Has Entered Liquidation?

Liquidation does not automatically eliminate historical liability.

Article 35 bis expressly provides that the fact that a legal entity has entered liquidation or has been liquidated does not eliminate legal representatives’ responsibility concerning periods before the date of entry into liquidation.

Foreign directors involved in winding up Turkish subsidiaries should therefore ensure that potential customs exposures are investigated before the liquidation process is completed.

Historical imports, ongoing customs audits and unresolved origin or valuation issues should form part of the liquidation risk review.

Can a Director Recover Money from the Company After Personally Paying?

Yes, the statutory framework recognizes a right of recourse.

Article 35 bis provides that representatives who pay amounts under this mechanism may seek recourse against the principal public debtor.

This is an important distinction.

Personal collection from a legal representative does not necessarily mean that the company ceases to be the principal economic source of the obligation between the parties.

However, a recourse right may have limited practical value if the company is insolvent or has no remaining assets.

Can Directors Challenge a Personal Payment Order?

Yes, where legal grounds exist.

A director receiving a payment order should immediately examine the statutory basis, debt periods, legal-representative status, collection history against the company, limitation issues and whether the underlying public receivable is enforceable.

Case law demonstrates that courts scrutinize whether the administration has correctly identified the legal basis for representative liability. In one Council of State dispute, uncertainty arising from reliance on different statutory liability provisions contributed to the finding that the payment orders were unlawful.

The defense should therefore focus on the exact administrative act rather than making only general arguments that the company has separate legal personality.

What Are the Strongest Defenses for Company Directors?

The available defenses depend on the facts, but several issues commonly require investigation: whether the individual was actually the legal representative during the relevant period; whether the company debt was final and enforceable; whether collection from the company had genuinely failed or was legally understood to be impossible; whether the administration relied on the correct statutory provision; whether the payment order covers periods outside the director’s authority; and whether limitation or notification defects exist.

The Constitutional Court’s recent treatment of Article 35 bis confirms the importance of these statutory prerequisites.

For this reason, a director-liability defense should normally begin with a detailed timeline.

Why Is Trade Registry Evidence Important?

Trade registry records can be crucial evidence.

They can establish when a person became a director or manager, when representation authority began, whether representation required joint signatures and when authority ended.

Board resolutions and signature circulars may provide additional information.

For foreign executives, corporate headquarters may assume that an individual held only an internal management role while Turkish registry documents show that the person was formally appointed as a legal representative.

The Turkish corporate record should therefore be checked rather than relying solely on the executive’s employment title.

Should Foreign Investors Review Director Liability Before Acquiring a Turkish Company?

Yes.

Customs due diligence should be part of corporate acquisition due diligence where the target imports significant volumes of goods.

The review should cover historical GTIP classifications, customs valuation, royalties, Additional Customs Duty, preferential origin, A.TR and EUR.1 documentation, customs audits and pending assessments.

The buyer should also identify which individuals served as legal representatives during potentially exposed periods.

This protects both the acquiring company and incoming directors.

What Is Important for Directors in 2026?

The underlying framework for legal-representative liability remains particularly important in 2026 because Turkish customs enforcement continues to rely heavily on electronic systems, formal notifications and post-clearance procedures. The Ministry’s current electronic-notification guidance confirms that persons responsible for customs obligations and customs professionals fall within the electronic notification framework in the circumstances specified by the applicable rules.

Companies and directors should therefore monitor electronic notifications carefully.

Missing an electronically delivered customs assessment or public-receivable notice can create serious procedural consequences before company headquarters outside Turkey even becomes aware of the problem.

For foreign-managed Turkish subsidiaries, responsibility for monitoring customs and public-debt notifications should be expressly assigned within the company’s compliance system.

Frequently Asked Questions About Directors’ Personal Liability for Customs Debts in Turkey

1. Can a company director be personally liable for unpaid customs duties in Turkey?

Potentially, yes. Where the statutory conditions under Law No. 6183 are satisfied, public receivables that cannot be collected or are understood to be uncollectible from the company may potentially be pursued against its legal representative.

2. Is every board member personally liable for customs debts?

Not automatically. The individual’s legal-representative status, authority and relevant periods must be examined.

3. Must authorities first try to collect the customs debt from the company?

Article 35 bis concerns receivables that cannot be collected or are understood to be uncollectible from the legal entity. Whether this prerequisite has been established can therefore be a central issue in a director-liability dispute.

4. Can a foreign director of a Turkish company be personally liable?

Potentially. Foreign nationality does not itself provide immunity from Turkish legal-representative liability rules.

5. Can a former director be pursued for customs debts?

Potentially, depending on the periods involved. Appointment and termination dates must be compared carefully with the periods to which the customs debt relates.

6. Can customs seize a director’s personal bank account?

Potentially, after valid personal liability has arisen and the applicable public-receivable enforcement conditions have been satisfied. The underlying payment order and enforcement action may nevertheless be challengeable.

7. Are directors automatically personally responsible for customs penalties?

No automatic assumption should be made. The statutory basis for pursuing each customs duty, administrative penalty or other public receivable should be examined independently.

8. Does liquidation protect directors from historical customs debts?

Not necessarily. Article 35 bis expressly states that liquidation does not remove legal representatives’ responsibility concerning relevant periods before entry into liquidation.

9. Can a director challenge a payment order issued personally against them?

Yes, where legal grounds exist. Representative status, debt period, collection from the company, statutory basis, notification and limitation issues may all become relevant.

10. Can a director recover the amount from the company after paying personally?

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

Legal Support for Company Directors Facing Customs Debt and Penalty Liability in Turkey

Personal liability for a company’s customs debts can place a director’s own assets at risk. However, an unpaid customs assessment against a company does not automatically establish unlimited personal liability for every director, manager or board member.

The legal analysis should determine who was the company’s legal representative, during which period the person held authority, whether the underlying customs debt is valid and enforceable, whether the administration properly pursued the company, and whether the statutory requirements for personal collection have actually been satisfied.

For foreign directors and multinational companies, early legal review is particularly important. A dispute involving an incorrect GTIP, customs valuation, EUR.1 certificate, A.TR document, origin verification or post-clearance assessment can initially appear to be a corporate customs matter but later develop into personal public-receivable enforcement against management.

Our law office provides professional legal assistance concerning personal liability of directors, customs debts, customs penalties, payment orders, public receivable enforcement, post-clearance customs assessments, director e-seizures and tax court proceedings in Turkey.

Fırat Fesih Kaya assists foreign directors, company managers, international investors, multinational companies and Turkish subsidiaries with assessing personal customs liability, challenging unlawful payment orders and coordinating customs, corporate and administrative litigation strategies.

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

For professional legal support concerning personal liability for company customs debts or penalties in Turkey, you may contact our law office for a case-specific assessment of the customs debt, legal-representative period, payment order, enforcement measures and available administrative or judicial remedies.