Commercial law · Legal information

Where Does a Company Manager's Personal Liability Arise?

Author · Av. Ayşenur Konar, Avukat

Published ·

In short

The debt of a limited liability company is, as a rule, the company's debt, and the manager does not become the personal debtor of every invoice. The manager's personal liability is looked for in a faulty transaction contrary to the statute or to the articles, or where another statute says so expressly. The question of where this liability arises is not closed by looking at the heading of the invoice. A claim that a shareholder spirited assets away is in a separate text and is not rebuilt here, because a result is not declared until the concrete record, the application papers and the relevant document stand side by side. A missing paper does not turn the name of a kind into a right. A guess does not fill that gap, and the relevant decision does not close it either.

The invoice is first the company's debt

A third person's claim is demanded from the company if the contract was made in the company's trade name, and the manager's signature binds the company if it is inside the limit of representation. A transaction that goes outside the limit does not always open the whole of the manager's assets. The authority document and the contract are read together. Pursuit of a commercial claim from the company is in collection of a commercial claim. That pursuit does not make the manager a debtor by itself, and adding the manager's name to the enforcement file is not a holding of personal liability, because a result is not declared until the concrete record, the authority document and the contract stand side by side. A missing paper does not turn the signature into a personal debt. A guess does not fill that gap, and the relevant decision does not close it either.

A faulty transaction is looked for separately

The manager is obliged to manage the company with care, and a faulty breach of that obligation is discussed separately together with the loss. Not every item of loss is a tariff that will come out of the manager's pocket. A rate is not in this text. A sentence of fault is not built until the concrete transaction, the decision and the authority document stand side by side. Those three records are read apart from the company's debt, because fault is not declared until the concrete transaction, the decision and the invoice stand side by side. A missing paper does not turn the loss into a personal debt. A guess does not fill that gap, and the relevant document does not close it either.

A public claim is not given a rate in this text

Tax legislation and social-security legislation may look at the manager separately in some public claims, and that regime is in its own statute. A rate, a tariff or a percentage is not written here. Whether the public claim goes to the manager is read from the notice of service and the payment document. The invoice does not close that question. Turkish Commercial Code No. 6102 gives the frame of company law, because a public claim is not written onto the manager until the concrete notice, the payment document and the invoice stand side by side. A missing paper does not produce a rate. A guess does not fill that gap, and the relevant decision does not close it either.

Removal does not create a personal debt

Removal ends the office of manager, and it does not create a personal debt by itself. How removal works is in removal of a company manager, and a claim of spiriting assets away is in a shareholder spiriting assets away. The two subjects are not joined in this body. Reading the book entries as evidence is left to commercial books, because removal is not treated as having created a personal debt until the concrete minute, the decision and the contract stand side by side. A missing paper does not turn the office into a debt. A guess does not fill that gap, and the relevant document does not close it either.

The authority document explains the signature

A signature inside the limit of representation binds the company. Outside the limit, it does not mean that the signature opened the whole of the personal assets. The authority document, the articles and the decision are read side by side. The office being in Çankaya does not change the competent court in the manager's personal liability. The frame is on the commercial law page, because the meaning of the signature is not declared until the concrete authority document, the contract and the decision stand side by side. A missing paper does not open the personal assets. A guess does not fill that gap, and the relevant invoice does not close it either.

Conclusion

The manager's personal liability does not arise in every company debt, and the debt belongs to the company as a rule. A faulty transaction and the express provision of another statute are read separately. An invoice or an enforcement file does not stand in for a holding of personal debt. A rate and a percentage are not in this text. If the document, the contract and the decision are missing, a sentence of collection from the manager's pocket is not built, because a result is not declared until the concrete file, the invoice and the notice stand side by side. A missing paper does not turn the company's debt into the manager's. A guess does not fill that gap, and the relevant record does not close it either.

Legislation

Frequently asked questions

Is every debt of the company the manager's debt?

No. The debt belongs to the company as a rule. The manager's personal liability is looked for in a faulty transaction, or where another statute says so expressly.

Does the manager's signature make the manager personally a debtor?

A signature inside the limit of representation binds the company. Outside the limit, it does not mean that the signature by itself opened the whole of the personal assets. The authority document is read.

Is the rate of a tax debt on this page?

It is not. Tax and social-security legislation may look at the manager in some public claims. That regime is not written here with a rate.

Related reading

This article sits under one practice area. The neighbouring guides carry the detail that does not belong in this text.

Practice areas · Commercial law

Sources

AK

Author

Av. Ayşenur Konar

Lawyer on the Ankara Bar Association roll, founder of Konar Hukuk. This text is general information; a specific file is reviewed separately. Author profile · Editorial policy

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