NEWSLETTER-2019-metin

320 NEWSLETTER 2019 In addition to the above-mentioned provision, pursuant to Article 35 of the LCPC, it is reiterated that public claims which wholly or par- tially cannot be collected, or apparently will not be collected from the assets of the legal entities, shall be collected from the personal assets of the legal representatives. Therefore, within the scope of the above- mentioned provision of the LCPC, a “specific collection procedure” is envisaged for the tax debts that cannot be wholly or partially collected from the company, and in relation to the legal representatives that do not fulfill their tax obligations. 2 However, no specific provision is indicated within the scope of the tax legislation for an alignment between the shareholders and legal representatives of an LLC. Unification of Judgment Decision Through the Unification of Judgment Decision dated 11 Decem- ber 2018, No E.2013/1, K.2018/1, published in the Official Gazette dated 20 June 2019 and No. 30807, important analysis are made in relation to the responsibility regarding tax liabilities of LLCs. Within the scope of the Decision, it is stated that there is no legal obligation to pursue first the legal representatives of a limited liability company in relation to the tax debts that cannot be fully or partially collected (or uncollected) from the company, in order to collect the referred tax debt amount from the shareholders. Conclusion In line with the above mentioned explanations, it may be stated the relevant provisions of the Turkish tax legislation is not truly ben- eficial for the shareholders of LLCs in terms of the liability for the tax debts. Therefore, we believe that it may be evaluated to establish a joint stock company instead of an LLC for new investments, and to amend the company type of the existing LLC to a joint stock company in line with the provisions of Corporate Tax Code No. 5520 and Turk- ish Commercial Code No. 6102. It should be noted that the recent ap- proach of the Tax Administration in relation to the acquisition date of the shares of a company subject to the type of amendment procedure must be also taken into consideration in terms of taxation principles. 2 Doğrusöz, Bumin :Aklı Olan Limited Şirkete Ortak Olmaz, Dünya Gazetesi, 27 June 2019 http://www.bumindogrusoz.com/article/akli-olan-lmted-srkete-ortak-olmaz.