Article 644/1-a of the Turkish Commercial Code (TCC) refers to the liability of board members of joint-stock companies as regulated in Article 553, and it applies to directors of limited companies as well. According to this provision, directors in limited companies are liable for damages to the company and its shareholders if they violate their legal and contractual obligations with fault.

For directors to be held liable, there must be an unlawful act, a violation of legal or contractual obligations due to fault, and a resulting damage. There must be a causal link between the damage and the director's action. This liability does not require intentional misconduct; even minor negligence can lead to liability.

Directors in limited companies are liable for breaching their fiduciary duties as per their contractual relationship with the company. The Court of Cassation has ruled that intentional misconduct is not necessary for liability; even slight negligence is sufficient. This principle also applies to directors of limited companies. Directors are liable unless they prove they were not at fault, and slight negligence is enough to incur liability.

For directors to be held liable, there must be a financial loss to the company, such as a decrease in assets or an increase in liabilities. Loss of potential profit (loss of profit) also constitutes damage. There must be a causal link between the directors’ breach of duty and the resulting damage. Any unlawful action that results in financial loss to the company establishes liability.

Directors' duties and responsibilities in limited companies are defined by law and the company's articles of association. Article 626 of the TCC outlines directors' duties of care and loyalty. Directors are obligated to protect the company's interests, enhance its assets, and manage its operations properly. Additionally, Article 627 stipulates that directors must treat shareholders equally. Directors have significant responsibilities, including organizing general meetings, preparing financial statements, and sharing necessary information with shareholders.

According to Article 553/1 of the TCC, directors are liable for breaches of legal or contractual obligations. Article 625 outlines the non-delegable and inalienable duties of directors. Violations of these duties result in liability. If directors fail to comply with their obligations regarding financial statements, annual reports, and general meetings, they commit an unlawful act, resulting in liability.

One of the factors that can release directors from liability is a discharge (release) granted by the company's authorized body. However, for a discharge decision to be valid, specific incidents must be discussed in the general meeting and shareholders must be informed. A discharge decision must be clearly debated and approved in the general meeting to have legal effect. If the discharge decision is not transparent and thoroughly discussed, it will not relieve directors of liability.

The legal basis for liability lawsuits against directors in limited companies arises from their unlawful actions and breaches of legal or contractual obligations. In such cases, it must be proven that directors violated their duties and caused damage as a result. The burden of proof lies with the party claiming the damage, while directors must prove their lack of fault to avoid liability. The basis for liability lawsuits includes breaches of duty, resulting damages, and the causal link between the damage and the directors' actions.

Directors' liability in limited companies is not limited to the company and its shareholders; it also extends to third parties. If third parties suffer damage due to directors' unlawful actions, directors are liable for compensating such damages. Directors' liability covers all actions and transactions within the scope of their duties and responsibilities.

Factors that can eliminate directors' liability include a valid discharge decision made by the company's authorized body and proving the absence of fault. A discharge decision must be debated and approved in the general meeting, with full transparency and discussion of the relevant incidents. Additionally, directors can be released from liability if they prove they were not at fault. As directors' liability is contractual, the burden of proof for their faultlessness lies with the directors themselves.

The Court of Cassation has ruled that intentional misconduct is not necessary for the liability of joint-stock company board members; even slight negligence suffices. This ruling applies to directors of limited companies as well. In cases involving the liability of company managers, discharge decisions must be clear and explicit to be used as a defense by the defendants. Otherwise, such discharge decisions will not have any effect on liability lawsuits.

If directors' unlawful actions result in financial loss to the company, they are liable for compensating such losses. Compensation is sought by the company and its shareholders. Directors' liability covers all actions and transactions within the scope of their duties and responsibilities. Unlawful actions resulting in damage to the company's assets or third parties must be compensated by the directors.

For directors in limited companies to be held liable, they must have committed an unlawful act by violating legal or contractual obligations with fault, resulting in damage, and there must be a causal link between the damage and their actions. The determination of directors' liability primarily considers the provisions of the TCC related to directors of limited companies. Provisions related to joint-stock companies are referred to only when the relevant provisions for limited companies are absent. According to the Court of Cassation, discharge decisions by the general meeting must be clear and transparent to be used as a defense in liability lawsuits. Unlawful actions by directors resulting in financial loss to the company must be compensated by the directors.