THE NEW IMPLEMENTATION OF THE TRADE REGISTRY REGARDING THE APPOINTMENT OF THE LIMITED LIABILITY COMPANY’S REPRESENTATIVES WITH LIMITED SIGNATORY AUTHORITY
The Trade Registry of Istanbul has made an announcement on its website on 2 April 2015 related to the recent application of the Trade Registry regarding the implementation of articles 367, 371/7 and 629 of the Turkish Commercial Code (in Turkish “Türk Ticaret Kanunu”) entered into force on 1 July 2012 and amended on 10 September 2014, concerning the appointment of the limited liability company’s representative(s) with limited signatory authority.
A quick reminder of the Representation Authority as per the Amendment of the Turkish Commercial Code
Pursuant to the provisions of articles 367, 371/7 and 629 of the Turkish Commercial Code as amended on 10 September 2014, the limitation of the powers of the Company’s representatives shall be set forth in the internal directive (in Turkish, “iç yönerge”).
Furthermore, in compliance with article 371/7 and article 629/3 of the Code, the Board of Directors/ the Board of Managers shall be entitled to appoint other representatives called commercial representatives (in Turkish, “ticari vekil” or “ticari vekil yardımcıları”). The powers of such representatives may be limited.
The Scope of the New Implementation
In compliance with the new implementation by the Trade Registry of Istanbul of the articles 367, 371/7 and 629 of the Turkish Commercial Code;
- The Limited Liability Company shall be represented without limitation by the manager(s) with their sole or joint signatures and the manager(s) shall be appointed by the decision of thembly of Shareholders;
- If the manager wishes to appoint other representatives with limited signatory authority, 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 signatory authority shall be adopted by the Board of managers (and not the General Assembly of Shareholders anymore);
- Thereafter, the said representative(s) shall be appointed by the decision of the Board of managers (and not the General Assembly of Shareholders anymore).
The procedure shall be as follow:
- The issuance of an internal regulation regarding the delegation of powers shall be expressly foreseen in the Articles of association of the Company. In the contrary case, firstly the relevant article of the Articles of association of the Company shall be revised accordingly and such amendment to be decided by the General Assembly of Shareholders shall be registered at the Trade Registry. It should be noted that the amendment of the Articles of association and the new internal directive of the company may be simultaneously registered and published at the Trade Registry.
- The internal regulation issued by the Board of managers shall be registered and published at the trade registry. All pages of the internal regulation shall be duly signed (and not initialed) by the members of the Board of managers. 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.
- First and last names and Turkish ID numbers/ Turkish potential tax number (for foreigners) of the appointed persons shall be specified in the decision of the Board of managers regarding the appointment of the said persons, and reference shall be made to the date and the number of the relevant internal regulation.
It should be noted that any modification or addition to the internal directive registered and published, shall be registered and published at the Trade Registry with a different date and registration number.
Our Firm remains at your disposal for any further clarifications you may need or any further queries in connection with our above explanations.