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COMMERCIAL LAW

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The president manager also has other functions such as convening the

general assembly, carrying out general assembly meetings and making

declarations and announcements, unless agreed otherwise.

With the new regulation, it is now possible for legal entities to also

be appointed as manager. This way, an association, a joint stock, a limited

liability or an unlimited liability company may be appointed as manager

to the company.

Pursuant to Article 632/2 of the TCC, “

where one of the managers

of the company is a legal entity, such legal entity shall determine a real

person to carry out its duties on its behalf

”.

Therefore, although the manager title belongs to the legal entity, the

real person representative appointed by the legal entity shall perform the

management duties.

Duties and Authorities of the Managers

Managers are responsible and authorized for all matters that are not

within the responsibility and authority of the general assembly according

to the law and the articles of incorporation. Compared to the Turkish

Commercial Code No. 6762, the TCC regulates the loyalty and diligence

duties of managers in a more detailed manner.

Managers and other persons that are responsible for the management

of the company are obliged to perform their duties with utmost diligence

and to protect the interests of the company within the framework of the

principal of good faith.

The managers are under the obligation of equal treatment to

shareholders. Within this scope, managers must realize equal actions for

shareholders under equal conditions. However, if some of the shareholders

possess preferential rights on pre-emptive rights, then as there are no

longer equal conditions, the managers shall not be under the obligation

of equal treatment.

The non-compete obligation of managers is regulated under Article

626/2 of the TCC. Within this scope, managers and other persons that

are responsible for the management of the company shall not engage

in activities that are in competition with the company. This provision