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Amendments to the Turkish Commercial Code by

Omnibus Law No. 6552

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Att. Tuna Colgar

A number of amendments have been made to the Turkish

Commercial Code (“TCC”) by Articles 131, 132, 133 and 134 of the

Omnibus Law No. 6552 adopted by the Turkish Grand National

Assembly on September 10th, 2014. The most outstanding of these

amendments are the addition made to Art. 371 relating to the repre-

sentative authority of companies and the amendment made to Art. 629

concerning limited liability companies with a reference to the para-

graph added to Art. 371.

The paragraph added to TCC Art. 371 by Omnibus Law No. 6552

reads as follows;

“(7) The board of directors, with the exception of certain rep-

resentatives referred to above, may appoint non-representative

members of the board of directors or persons bound to the

company by a labor contract as commercial representatives

with limited representative authority or other commercial

assistants. Powers and duties of persons appointed in this

manner shall be clearly stated in the internal directive issued

in accordance with Art. 367. In such a case, the internal direc-

tive shall be registered and announced. Commercial assistants

or other commercial representatives shall not be appointed

with the internal directive. Commercial assistants or other

commercial representatives authorized by this paragraph shall

be registered in the Trade Registry and announced. The board

of directors shall be liable jointly and severally for any dam-

ages caused by these persons towards the company or third

persons.”

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NEWSLETTER 2014

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Article of September 2014