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Liability of the Representative of a Legal Entity Board
Member in a Joint Stock Company
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Att. Revan Sunol
Introduction
Pursuant to Turkish Commercial Law No. 6762, legal entities
could not be elected to serve as a member of the board of directors in
a joint stock company. Instead, representatives appointed by the legal
entity were appointed as member. However, pursuant to the Turkish
Commercial Code (“TCC”) No. 6102, legal entities may be appointed
to membership on the board of directors and shall be represented by a
real person of their choosing. Whereas the Tax Procedural Code
(“TPC”) No. 3475, the TCC and the Procedures of Collection of Public
Assets Code (“PCPAC”) No. 6138 regulate the liability of the board of
directors as the legal representative body of the company in relation to
tax debts and their other obligations; there are no provisions for the lia-
bility of a legal entity board member’s representative.
Legal Entity as a Member of the Board
As mentioned above, according to Art. 359 TCC, the member of
the board of directors shall be the legal entity itself and not its repre-
sentative. Thus, rights and duties that result from being on the board of
directors, such as access to information, taking part in negotiations for
the adoption of resolutions and voting rights, are executed by the rep-
resentative appointed by the legal entity. The board member legal enti-
ty may only appoint one representative and the representative must be
registered with the trade registry and identified on the company web-
site (the company for which the legal entity serves as board of direc-
tors member).
COMMERCIAL LAW
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Article of July 2014