NEWSLETTER-2019-metin

318 NEWSLETTER 2019 representatives arises for tax debts that cannot be collected from the company. Therefore, in order to start a legal proceeding against the shareholders and legal representatives of the company, firstly, the pub- lic debt should not have been, wholly or partially, collected from the LLC, or it must be apparent that the public debt will not be collected from the LLC. Responsibility of the Shareholders in relation to the Tax Debts of LLCs General Regulation Article 35 of the LCPC is as follows: “The shareholders of limited liability companies are directly responsible for public debts which wholly or partially cannot be collected, or apparently will not be collected, from the assets of the company, in proportion to their capital share, and shall be subject to legal proceedings in accordance with the provisions of this law.” As per the above-mentioned regulation, shareholders are respon- sible for the unpaid tax debts of the company, in proportion to their capital share, provided that the referred debt cannot be collected from the company, itself. On the other hand, share transfers are frequent in LLCs. Liability for tax debts during share transfer transactions are regulated under Article 35 of the LPCP, as follows: “When a shareholder transfers his capital share, the assig- nee and assignor shall be jointly and severally liable for the public debt that occurred prior to assignment of the share. When shareholders are different on the date of the debt’s oc- currence and maturity, they shall be jointly and severally liable for payment of the public debt in accordance with the first paragraph of this Article.” Accordingly, if the shareholders are different at the date of the debt’s occurrence and maturity, they shall be jointly and severally li- able for payment of the public debt.