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is not mandatory and it may be otherwise agreed within the articles of
incorporation, or an approval stating otherwise may be obtained from the
shareholders.
The managers have the duty to notify and give notice of bankruptcy
in the event the company loses its capital or is in debt.
In accordance with the principle of separation of functions, Article
625 of the TCC lays down the non-transferrable duties and authorities of
the manager or the management board. All of the non-transferrable and
inalienable duties and authorities relate to the execution and formation of
the organization and the management units of the company in a general
sense.
Although the law does not explicitly regulate the transfer of the
management and representation authority, under Article 577/1/i, authority
provisions with respect to transfer of the company management to third
parties shall be binding if provided under the articles of incorporation.
Under Article 625 of the TCC, “the supervision of whether the persons
to whom certain aspects of company management has been assigned
are acting in compliance with the laws, articles of incorporation, by-
laws and instructions” is one of the non-transferrable and inalienable
duties and authorities of the managers. As understood, management and
representation authority may be transferred in limited liability companies.
Liability of the Managers
As per Article 644 of the TCC, Article 549 regarding the unlawfulness
of documents and declarations, Article 550 regarding inaccurate
declarations with respect to the capital and the knowledge of insufficiency
to pay, Article 551 regarding corruption in pricing, and Article 553
regulating the liability of incorporators, board of directors, managers and
liquidation officers, shall be applied to the liability of the managers of
limited liability companies.
Accordingly, persons violating Articles 549 to 551 are subject to the
penalties set forth under Article 562 paragraphs 8 to 10. Furthermore,
managers are, along with the shareholders and the limited liability
company itself as a legal entity, personally liable for public debts. This