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COMMERCIAL LAW
73
Authority to Represent and Bind Joint Stock Companies
13
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Att. Alper Uzun
The authority to represent and bind joint stock companies is set forth
in Articles 317 to 322 of the Turkish Commercial Code (herein after
referred to as the “TCC”). The board of directors represents and binds the
company pursuant to Article 317 of the TCC.
Article 319 of the TCC regulates that in the articles of association it
is possible to determine whether operations related to management and
representation can be allocated between the members of the board of
directors, and if so, the method concerning this allocation. The authority
to represent the company can be granted to at least one member of the
board of directors according to the same article.
Moreover, according to the TCC, it is possible to grant authority
by the articles of association to the board of directors or to the general
assembly to authorize delegates who are not members of the board of
directors or directors who are not obliged to be shareholders to represent
and to manage all or part of the operations.
Article 321 of the TCC stipulates that authorized persons can
effectuate operations and legal transactions limited to the purpose and
scope of the company in the name of and on behalf of the company using
the company’s name.
Additionally, the same article stipulates that, unless otherwise agreed,
in order for a document issued in the name of the company to be valid, it
should be signed by at least two persons having the authority to represent
the company. On the other hand, the signature authority can be granted to
one person or to more than two persons, if so stipulated in the articles of
association.
In accordance with the mandatory provisions set forth in the TCC, the
limitation of representation authority cannot be claimed against
bona fide
third persons. Certainly, if an opposing party knew about the limitations,
these limitations become binding for the relevant third person.
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Article of January 2011