1. Fundamental Principle: Separation of Legal Personality and Protection of Company Assets

As consistently emphasized in Supreme Court decisions, capital companies (Limited and Joint Stock Companies) have a legal personality and assets separate and independent from their partners (Yargıtay 17. HD-2011/11730K, 8. HD-2015/24137K). Pursuant to Article 47/1 of the Turkish Civil Code, the assets of legal entities are separate from the assets of their partners. Therefore, due to a partner’s personal debt, it is generally not possible to directly seize the company’s movable or immovable properties, vehicles, or receivables from third parties (Yargıtay 12. HD-2006/8747, 17. HD-2010/8571). The personal creditors of partners cannot directly claim rights over the company’s assets (Yargıtay 17. HD-2011/11730).

2. Seizure of the Debtor Partner’s Rights and Shares in the Company

If the debtor is a company partner or owner, the legal remedies available to creditors are limited within the framework of the Turkish Commercial Code (TCC) and the Enforcement and Bankruptcy Law (EBL):

Seizure of Profit and Liquidation Shares: The personal creditor of the partner can have the debtor partner’s profit share in the company seized and, if the company has been dissolved, their liquidation share seized (TCC art. 133/2, Supreme Court 8th Civil Chamber-2016/2406).

Share (Stake) Attachment: In capital companies, it is possible to attach shares belonging to the debtor, whether or not they are represented by a certificate. In joint-stock companies, if share certificates have been issued, the attachment is carried out by taking them into custody in accordance with Article 88 of the EBL; if no share certificates or provisional receipts have been issued (naked shares), the attachment is carried out by serving an attachment notice to the company in accordance with Article 94/1 of the EBL (Supreme Court 12th Civil Chamber-2013/36079, 8th Civil Chamber-2016/15039).

Regarding Public Receivables: In accordance with Law No. 6183, an attachment notice may be sent for the partner’s personal debt against their rights and receivables in the company. However, for this process to be carried out, a specific right or receivable of the partner (e.g., profit share) that has arisen within the company must be concretely determined (Council of State Tax Litigation Chambers-2020/1593).

3. Attachment Regime in Ordinary Partnerships 

In ordinary partnerships, direct attachment cannot be placed on the partnership assets for the personal debt of one of the companies or individuals forming the partnership (Supreme Court 8th Civil Chamber-2014/17288K). In accordance with the Code of Obligations (CoB art. 534) and the Turkish Code of Obligations (TCoB art. 638), creditors of a partner can only exercise their rights over that partner’s share in liquidation or the profit share finalized with the year-end balance sheet (Supreme Court 12th Civil Chamber-2012/28532K, 12th Civil Chamber-2023/1912). It has also not been deemed possible to directly attach the receivables of an ordinary partnership from third parties (Supreme Court 12th Civil Chamber-2013/33719).

4. Exceptional Circumstances: Piercing the Corporate Veil and Sham Transactions 

The Court of Cassation may find the seizure of company assets lawful in some special circumstances, on the grounds that the principle of corporate personality separation has been abused:

Theory of Piercing the Veil: Where the principle of absolute separation of person and assets between the company and its partner is abused with the aim of evading creditors, where an organic link exists, or where the legal entity is used as a front, seizure can be applied to company assets by way of “piercing the corporate veil” (Court of Cassation 8. Civil Chamber-2015/24137, Istanbul Regional Court of Justice 43. Civil Chamber-2024/1713).

Presumption of Ownership (EPL art. 97/a): If the seizure is carried out at the address where the debtor received the payment order, or at the location where the debtor and the company operate jointly, the presumption of ownership may be considered in favor of the debtor (and thus the creditor). In this case, company assets can be seized, and the burden of proof shifts to the third-party company, which must prove that the asset belongs to it (Court of Cassation 8. Civil Chamber-2018/11965, 17. Civil Chamber-2010/8166).

Debt’s Relation to the Company: In cases where it is understood that the debt subject to enforcement is not actually personal but related to company activities, or that the debtor indebted the company in their capacity as a controlling partner, the attachment of company assets in proportion to the shareholding has been upheld in some rulings (Court of Cassation 17. Civil Chamber-2010/12565, 17. Civil Chamber-2012/11864).

5. Secondary Sources and Additional Context In rulings categorized as secondary sources, through scenarios that are the reverse of the primary issue, namely “seizure against a partner for company debt,” the following additional information regarding the separation of legal personality has been provided:

In limited companies, the partner’s capital debt to the company can be seized by the company’s creditors in accordance with Article 89 of the EBL; because the partner, regarding the capital debt, is in the position of a “third party” relative to the company (Supreme Court 12th Civil Chamber-2017/5864, General Assembly of Civil Chambers-2014/1078).

In collective companies, it has been emphasized that for the partners’ assets to be pursued for company debt, the enforcement proceedings against the company must first be fruitless, and new proceedings must be initiated against the partner (Supreme Court 12th Civil Chamber-2010/22413).

The liability of limited company partners for company debts is generally limited to the capital share they committed to contribute; however, when public receivables (tax debts, etc.) are in question, according to Article 35 of Law No. 6183, attachment can be applied to the partner’s personal assets under certain conditions (Ankara 3rd Administrative Tax Court-2022/286, Council of State 9th Chamber-2019/1687).

Istanbul, Tuzla, Çayırova, Gebze, Pendik and Kartal

Company Partner’s Debt and Attachment Procedures

In Istanbul, Tuzla, Çayırova, Gebze, Pendik and Kartal, can company assets be attached for a company partner’s personal debt?

As a rule, no. As is also valid in enforcement and judicial practices in Istanbul, Tuzla, Çayırova, Gebze, Pendik and Kartal, limited and joint-stock companies have a separate legal personality from their partners. Therefore, due to a partner’s personal debt, the company’s vehicles, real estate, or bank accounts cannot be directly seized. Company assets are legally protected from the partner’s personal debts.

What rights of a company partner can creditors attach in Istanbul, Tuzla, Çayırova, Gebze, Pendik, and Kartal?

Creditors cannot resort to company assets; they can resort to the personal rights of the debtor partner in the company. In this context, the most frequently applied types of attachment in enforcement offices in Istanbul and its surrounding areas are; profit share attachment, liquidation share attachment, and share/stake attachment in the company. However, these attachments cannot be enforced in a way that would stop the company’s operations or physically seize company assets.

In which exceptional cases can company assets be attached in Istanbul, Tuzla, Çayırova, Gebze, Pendik, and Kartal?

According to the decisions of the Supreme Court and the Istanbul Regional Court of Justice;

The company being used as a front for asset evasion,

An organic link existing between the debtor and the company,

The attachment being carried out where the debtor and the company operate together at the same address

in which cases the corporate veil can be pierced. In such exceptional circumstances, it becomes possible to apply attachment to company assets in Istanbul, Tuzla, Çayırova, Gebze, Pendik, and Kartal.

How can a company object if its assets are attached in Istanbul, Tuzla, Çayırova, Gebze, Pendik, and Kartal?

The company can object to the seizure placed on its own assets by filing a claim of ownership. In this case, the burden of proving that the seized asset belongs to the company and not to the debtor partner, falls upon the company. In enforcement courts in Istanbul and surrounding districts, such objections are evaluated based on documents, actual use, and commercial records.