e-book2013

NEWSLETTER 2013

120

Managers in Limited Liability Companies under the Turkish

Commercial Code No. 6102

Att. Revan Sunol

Introduction

The managers of limited liability companies are regulated under

articles 623 to 630 of the Turkish Commercial Code No. 6102 (‘TCC’),

within the scope of the management and representation of the

company.

With the TCC, the natural organ principal, whereby all of the

shareholders of the company are per se managers, has been abandoned and

the elected organ principal has been adopted. The title of Manager may

be appointed with the articles of incorporation during the incorporation

of the company or afterwards by way of a shareholders’ general assembly

resolution.

Therefore, the management and representation of the company may

be left to shareholder or non-shareholder persons that have been elected.

However, the management and representation of the company cannot be

left entirely to third parties, at least one of the shareholders must possess

the right to management and representation of the company.

Management Board

With the TCC, an execution understanding similar to that of joint

stock companies has been introduced with the determination that, if there

is more than one director, then they will form a board.

Pursuant to Article 624 of the TCC, if there is more than one manager

of the company, one of these managers shall be elected as the president

of the management board by the general assembly. The management

board adopts resolutions with the vote of the majority and in the case of a

deadlock, the president shall have a casting vote.

Article of January 2013