Appointment of Limited-Authority Representatives of a Joint Stock Company

JOINT STOCK COMPANY

Legislation

Turkish Commercial Code

ARTICLE 367- (1) By a provision to be included in the articles of association, the board of directors may be authorized to delegate management, in part or in full, to one or several members of the board of directors or to a third party, in accordance with an internal directive that it will issue. This internal directive regulates the management of the company; it sets out and defines the duties required for this purpose and their places, and determines in particular who reports to whom and who is obliged to provide information. Upon request, the board of directors shall inform in writing, about this internal directive, the shareholders and those creditors who convincingly demonstrate their interests worthy of protection.

(2) Unless management is delegated, it belongs to all members of the board of directors.

Turkish Commercial Code

ARTICLE 371- (7) (Added: 10/9/2014 – Article 131 of Law No. 6552) The board of directors may appoint, ……………………, members of the board of directors who are not authorized to represent the company, or those bound to the company by an employment contract, as commercial agents or other auxiliary persons of the merchant with limited authority. The duties and powers of those to be appointed in this way are clearly specified in the internal directive to be prepared in accordance with Article 367. In this case, registration and announcement of the internal directive are mandatory. Commercial agents and other auxiliary persons of the merchant cannot be appointed through the internal directive. Commercial agents or other auxiliary persons of the merchant authorized pursuant to this paragraph are also registered with the trade registry and announced. The board of directors is jointly and severally liable for any damage that these persons cause to the company and to third parties.

Procedures required for registration and announcement

In order for the board of directors to issue an internal directive on the delegation of management authority under Article 367 of the Turkish Commercial Code, the articles of association of the company must contain a provision to that effect. If the articles of association contain no article on this matter, an amendment to the articles of association must first be made and registered.
Where the internal directive regulates the assignment of members of the board of directors and persons bound to the company by an employment contract to carry out transactions with third parties on behalf of the company or its branch with limited authority under Article 371/7 of the Turkish Commercial Code, there is no need for a provision in the articles of association stating that the power of representation may be delegated.
If the articles of association are suitable for an internal directive on the delegation of management, or have been amended to make them suitable, an internal directive on the delegation of management may be prepared by Board of Directors Resolution. Registration and announcement of the internal directive prepared under Article 367 of the Turkish Commercial Code are not mandatory.
If an internal directive is prepared that defines the scope of the limited authority of persons with limited authority under Article 371/7 of the Turkish Commercial Code, it shall be adopted by a notarized Board of Directors resolution, without requiring a provision on this matter in the articles of association, and shall be registered and announced.
-The resolutions of company bodies submitted to our Trade Registry Directorate by companies that have started keeping their commercial books through ETDS must contain the verification code issued by ETDS. For these resolutions submitted in applications to your directorate, the necessary registration procedure will be carried out after verification in the "Document Verification" section at https://etds.ticaret.gov.tr, and no separate notarial certification will be required for them.

-No notary certification will be required for resolutions adopted in electronic environments (MERSİS and similar applications).
Board of Directors Resolution on the notarized appointment of limited-authority representatives. The resolution must state the full names and Turkish Republic ID numbers of the persons to be appointed to the limited authorities defined by the internal directive, and the date and number of the internal directive.
-The resolutions of company bodies submitted to our Trade Registry Directorate by companies that have started keeping their commercial books through ETDS must contain the verification code issued by ETDS. For these resolutions submitted in applications to your directorate, the necessary registration procedure will be carried out after verification in the "Document Verification" section at https://etds.ticaret.gov.tr, and no separate notarial certification will be required for them.

-No notary certification will be required for resolutions adopted in electronic environments (MERSİS and similar applications).
Specimen signature/signature declaration of the appointed limited-authority representative
(If no signature record is held in the databases of public institutions and organisations or the record cannot be obtained, the signatures of the persons concerned are submitted to the directorate either by having them physically notarised or by making a written declaration at any Trade Registry Directorate.) (1 original)

The signature specimens of persons added as authorised signatories with the new identity card can be obtained electronically from the General Directorate of Civil Registration and Nationality (NVİ) and recorded in the MERSİS database. A physical signature declaration will not be requested for such authorised persons. (Ministry Circular No. 72558467 dated 4/3/2022)
If the Board of Directors resolutions do not bear the signature of the chairman or deputy chairman, a document (notarial notice) showing that a request was made under Article 392/7 of the Turkish Commercial Code must be submitted together with the resolution
To enable the authority acceptance procedures of persons authorized to sign on behalf of a company/business to be carried out electronically, the "Authority Acceptance Procedures" module has been created and put into operation in MERSİS. If authority acceptance has been completed electronically through MERSİS, a physical authority acceptance document will not be requested. (Ministry Circular No. 72558467 dated 4/3/2022)
Petition

NOTES

a- The amendment of the articles of association may be registered and announced simultaneously with the internal directive.
b- The names of the persons appointed as limited-authority representatives are not included in the internal directive.
c- The registration of limited-authority representatives can be carried out only after the internal directive regulating them has been published in the Trade Registry Gazette.
ç- In order to make any change to an internal directive that has been registered and announced, a new internal directive issued under a separate date and number must be registered and announced.
d- If the Limited-Authority Representatives Are Foreign Nationals;
- If available, a notarized copy of the Residence Permit (1 original), or, if the address is abroad, a declaration indicating the address
- Translated and notarized copy of the passport (1 original – 1 photocopy)
- Photograph (2 copies)
- Tax office potential viewing document (1 original)
e- If the chair's signature is not on the board decisions, a written statement is obtained from the chair of the board confirming that the chair convened the board meeting
-Resolutions adopted electronically do not need to be separately certified by a notary.