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INTERNAL DIRECTIVE REPLACING THE CIRCULAR OF SIGNATURES

The Code Related to the Amendment of the Labor Code and of Certain Codes and Statutory Decrees and to Restructuring of the Certain Receivables (hereinafter referred to as “omnibus bill”) numbered 6552, entered into force on 11 September 2014, has amended (i) the Article 371 of the Turkish Commercial Code (the “Code”) providing the scope and limits of the authority to represent the Joint Stock Company; the new paragraph 7 has been added to the article 371 and (ii) the Article 629 of the Turkish Commercial Code providing the scope and limits of the authority to represent the Limited liability Company; the new paragraph 3 has been added to the article 629.

As per the said amendments, henceforth, the limitation of the powers of the Company’s representatives shall be set forth in the internal directive/internal regulation (in Turkish, “iç yönerge”) to be adopted by the Board of Directors at joint stock companies (the “JSC”, in Turkish “Anonim Şirket”; “A.Ş.”) orthe General Assembly of Shareholders at limited liability companies (the “LLC”, in Turkish “Limited Şirket”; “Ltd. Şti.”) , and not anymore in the Articles of Association or in the document called circular of signatures (in Turkish, “imza sirküleri”).

Circular of Signatures (in Turkish, “imza sirküleri”)

In compliance with article 371/3 of the Code, the circular of signatures shall be very “simple” and shall only provide (i) whether or not the Company is represented and bound by the sole or joint signatures of the executive-directors and/or (ii) the persons who shall have authority to represent the headquarters or the branch of the Company. In favor of a person dealing with the company in good faith, the power of the directors (in case of a JSC) or the managers (in case of a LLC) to bind the Company shall be free of any limitation under the company’s Articles of Association.

Internal Directive/ Internal Regulation (in Turkish, “iç yönerge”)

In compliance with article 371/7 and article 629/3 of the Code, the Board of Directors shall be entitled to appoint other representatives (called commercial representatives in Turkish, “ticari vekil” or “ticari vekil yardımcıları”) who may be the non-executive directors or employees of the Company. The powers of such representatives may be limited. The said appointment and restriction of powers shall be set forth in the document called internal directive/internal regulation of the Board of Directors at Joint stock companies or the General Assembly of shareholders at Limited liability companies, to be issued pursuant to the provisions of the Article 367 of the Code.

Briefly, the Board of Directors at JSC and the General Assembly of Shareholders at LLC shall adopt the following decisions for the aforesaid appointments:

  1. A decision regarding the issuance of an internal regulation setting forth the duties and the authorities of the persons who will be entitled to manage and represent the Company with limited powers.The internal regulation shall set forth the delegated duties and powers as, for instance, Group signatories. The names of the appointed persons shall not be mentioned in the internal regulation.
  2. A decision regarding the appointment of the signatory authorities (representatives) by referring to the above mentioned internal regulation.

First and last names and Turkish ID numbers/ Turkish potential tax number (for foreigners) of the appointed persons shall be specified in this decision of the Board of Directors at JSC/ decision of the General Assembly of Shareholders at LLC and reference shall be made to the date and the number of the relevant internal regulation.

The internal regulation issued by the Board of Directors at JSC or by the General Assembly of Shareholders at LLC shall be registered and published at the trade registry so as to bind third parties acting in good faith with the Company. Those appointed following the above-stated procedure shall also be registered and published.

Amendments to be made in the articles of association, if necessary

The issuance of an internal regulation shall be expressly foreseen in the Articles of association of the Company.

Liability of the Board of Directors

The directors (in a JSC)/ the managers (in a LLC) shall be held severally liable for any acts and operations accomplished in the name of the Company by the representatives appointed as per the Internal Regulation.

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