Tüzel

Tüzel kişi is a legal person recognized by law, separate from natural persons. It possesses legal personality, meaning it can own property, enter into contracts, sue and be sued, and hold rights and obligations in its own name. In Turkish law, tüzel kişiler are formed and governed under statutes and specific provisions of the Turkish Civil Code and the Turkish Commercial Code.

There are public and private tüzel kişiler. Public tüzel kişiler (idari tüzel kişiler) include state bodies and municipalities, which exercise public authority and have a status defined by public law. Private tüzel kişiler are created for private purposes and include entities such as corporations, foundations, and associations. Forms under the Turkish Commercial Code include anonymous companies (A.Ş.), limited liability companies (Ltd. Şti.), and various partnerships (kolektif şirket, komandit şirket). Foundations (vakıflar) and associations (dernekler) are also recognized as private legal entities. A tüzel kişi gains personality through registration and the appropriate legal procedures.

Governance and representation occur through designated organs, such as boards of directors and general assemblies, which act on behalf of the entity. The entity’s assets are distinct from the personal assets of its members or founders, and liability is generally limited to the entity’s own resources, though certain situations—such as breaches of duty by managers or special circumstances—may lead to personal liability for individuals involved.

Dissolution and termination occur through liquidation, merger, or other legal processes, after which the entity’s legal personality ceases to exist. Tüzel kişiler play a central role in contracts, civil and commercial transactions, and public administration, providing a formal mechanism for collective legal action and ownership separate from individual people.