NEWSLETTER-2020-metin

58 NEWSLETTER 2020 Accordingly, those who act contrary to Articles 549 and 551, which also apply to limited companies, are penalized as set forth in the eighth to tenth paragraphs of Article 562. Appointment of a legal entity as manager is important in terms of responsibility. In the event of liability, the legal entity is responsible for all of its assets just like a real person. However, in the case of responsibility, as a rule, it is not possible for the creditors to make claim the assets of the shareholders of the legal entity that has been appointed as manager. In the event that legal entities are appointed as managers, the re- sponsibility belongs directly to the legal entity, not to the real person who acts and operates on behalf of the legal entity. The liability of limited company managers is regulated by the provisions described, below. Illegitimacy of the Documents and Declarations (Article 549 of the TCC) Pursuant to Article 549, those who prepared the documents or made declarations, and those who participated in the preparation of the said documents and declarations, are responsible for the damages arising from incorrect, fraudulent, forged, sham, dissembled docu- ments, pledges, commitments, declarations and guarantees, in relation to transactions, such as incorporation of the company, increase or decrease of capital, merger, division, conversion of the company type, and for other violations of law. Through this provision, liability of those who participated in the preparation of the documents and declarations explicitly depends upon the proof of their fault. Therefore, it is concluded that the principle of liability without fault is accepted with regard to those who prepared the documents or made declarations.