This article examines the general characteristics of limited liability principles and exemptions to limited liability introduced for creditor protection in Turkish Law. In the first section, it examines the general application of limited liability in the Turkish Commercial Code. In the second section, it examines the exemptions to limited liability introduced by case law and statutory laws. This work concentrates on recent developments that might attract interest at international level by broadening the discussion in the area of limited liability. Thus, this article does not cover every exemption. The chosen examples introduce fundamental and controversial exemptions to the limited liability principle. The third section of the article examines the future of limited liability in Turkish law by examining the Draft Commercial Reform Bill. As the Draft Bill introduces some exemptions to limited liability in corporate groups, the issue is examined in detail as a special concern.

The Turkish Capital Market Board introduced its Corporate Governance Principles in 2003. The Principles are based on the concepts of equality, transparency, accountability and responsibility. While they are generally modelled on the Corporate Governance Principles of the OECD, they also take into consideration the special needs of Turkish company structures and Turkish company law and practice. The Principles apply on a comply-or-explain basis and contain detailed guidelines on the rights of shareholders, public disclosure and transparency, stakeholders and the board of directors. Listed companies are under an obligation to issue an annual corporate governance compliance report showing the extent of their compliance with the Principles and explaining the reasons for any deviation. The board of directors and the company can be held liable by investors for deceiving them with wrong or misleading information contained in the report. As for the actual implementation of the Principles, surveys indicate that there is room for improvement and that more time is needed for full application.