Legislation
Turkish Commercial Code
ARTICLE 367-
(1) The board of directors may be authorized, by a provision to be included in the articles of association and in accordance with internal directive it will issue, to delegate management, in part or in full, to one or several members of the board of directors or to a third party. This internal directive regulates the management of the company; it sets out the duties required for this purpose, defines them and indicates their places, and in particular determines who reports to whom and who is obliged to provide information. Upon request, the board of directors shall inform in writing the shareholders and the creditors who convincingly demonstrate their interests worthy of protection about this internal directive.
(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 – 6552/Art. 131) The board of directors may appoint, ……………………, board members who are not authorized to represent the company, or those bound to the company by an employment contract, as commercial agents with limited authority or as other auxiliary persons of the merchant. The duties and powers of those to be appointed in this manner shall be clearly determined in the internal directive to be prepared in accordance with Article 367. In this case, registration and announcement of the internal directive is mandatory. Commercial agents and other auxiliary persons of the merchant cannot be appointed by the internal directive. Commercial agents or other auxiliary persons of the merchant authorized under this paragraph shall also be registered in the trade registry and announced. The board of directors is jointly and severally liable for any damage these persons cause to the company and to third parties.
Turkish Commercial Code
ARTICLE 629-
(3) (Added: 10/9/2014 – 6552/Art. 132) Article 367 and the seventh paragraph of Article 371 shall also apply by analogy to limited companies with regard to the appointment by the managers of persons bound to the company by an employment contract as commercial agents with limited authority or as other auxiliary persons of the merchant.
Procedures required for registration and announcement
- In order for the Board of Managers to issue an internal directive on the delegation of management authority under Article 367 of the Turkish Commercial Code (TTK), 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, they must first be amended and the amendment registered.
- In order for the Board of Managers to issue an internal directive on the delegation of representation authority under Article 371/7 of the TTK (assigning company partners who are not authorized to represent the company, 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), there is no need for a provision in the articles of association stating that representation authority may be delegated.
- For management to be delegated, if the articles of association are suitable for an internal directive or have been amended to make them suitable, an internal directive on the delegation of management may be prepared by a Board of Managers Resolution.
Registration and announcement of the internal directive prepared under Article 367 of the TTK is not mandatory.
- If an internal directive defining the scope of authority of persons with limited authority is prepared under Article 371/7 of the TTK, it shall be adopted by a notarized Board of Managers resolution, without requiring a provision on this matter in the articles of association, and shall be registered and announced.
- The corporate body resolutions submitted to our Trade Registry Directorate by companies that have started keeping their commercial books through the ETDS must contain the verification code issued by the ETDS. For these resolutions submitted in applications to your directorate, the necessary registration procedure will be carried out after verification through the "Document Verification" section at https://etds.ticaret.gov.tr, and no separate notarization will be required for these resolutions.
- Notarization will not be required for resolutions adopted electronically (MERSİS and similar applications).
- If the articles of association contain a provision such as "The managers may appoint persons bound to the company by an employment contract as commercial agents with limited authority or as other auxiliary persons of the merchant", a notarized Board of Managers Resolution on the appointment of the limited-authority representative.
If the articles of association contain no such provision, a notarized General Assembly Resolution, the List of Attendees and the amendment text (1 original). The first and last names and Turkish ID numbers of the persons to be appointed as limited-authority representatives, as determined by the internal directive, shall be specified with reference to the date and number of the internal directive.
- Resolutions adopted in electronic environments do not need to be separately certified by a notary.
- In companies with a single shareholder, the shareholder present at the meeting, or the shareholder's representative, must also sign the meeting minutes. (Regulation Article 26)
- In companies with a single shareholder (Amended wording: Official Gazette 9/10/2020-31269), it is sufficient to elect a Meeting Chair; there is no need to elect a minute secretary or a vote collector. If no minute secretary or vote collector is elected, their duties are performed by the meeting chair. (Regulation Article 14)
- Specimen signature/signature declaration of the appointed limited-authority representative
If there is no signature record kept in the databases of public institutions and organizations, or the record cannot be obtained, the signatures of the persons concerned are submitted to the directorate either by having them physically notarized 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)
- Written declarations by the non-partner managers stating that they accept this duty
A "Authority Acceptance Procedures" module has been created and put into operation in MERSİS so that the authority acceptance procedures of persons authorised to sign on behalf of the company/business can be carried out electronically. If authority has been accepted electronically via MERSİS, a physical authority acceptance document will not be requested. (Ministry Circular No. 72558467 dated 4/3/2022)
- Petition
NOTES
-
a) The amendment to the articles of association may be registered and announced simultaneously with the internal directive.
-
b) The registration of limited signatories may be carried out only after the internal directive regulating the limited signatories has been published in the Trade Registry Gazette.
-
c) The internal directive shall not include the names of the persons appointed to the specified powers.
-
ç) If any amendment is made to a registered and announced internal directive, or if additions are to be made to the existing internal directive, a new internal directive issued under a separate date and number must be registered and announced.
- d) If the limited signatory is a foreign national:
- Photocopy of the Residence Permit, if any (1 copy), or a declaration showing the address if the address is abroad
- Translated and notarized copy of the passport (1 original – 1 photocopy)
- A tax office potential view document must be attached.
- Photograph (2 copies)
Documents
NOTE:
You must submit an electronic application at https://mersis.ticaret.gov.tr/.
For Information and Support
Phone:
0 (378) 227 10 46
Extensions: 124 – 125 E-mail: