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sons who are not set forth in the internal directive (for instance: board
of directors’ members having representation authority).
What are the necessary resolutions to be taken in order to issue
an internal directive?
In order to issue an internal directive, first of all, there must be a
provision in the articles of association stating that the board of direc-
tors are authorized in this regard
1
. To add a provision to the articles of
association, such as the following, is sufficient:
The board of directors
may either use the management and representation authorities, or may
delegate such authorities via an internal directive
.
If the internal directive does not contain such provision, the general
assembly will need to amend the article concerning the management
and representation authorities of the board of directors. A participation
rate of
1
/
2
, and the majority vote of the shareholders attending the meet-
ing, is sufficient to take such resolution in the general assembly.
Along with the modification of the articles of association, the board
of directors may prepare an internal directive dated either the same as the
resolution, or a future date, before such resolution is registered.
How can the appointments of the duties determined in the
internal directive be made?
Appointments to such duties shall be made via a board of direc-
tors’ resolution in joint stock companies, and via a general assembly,
namely, a board of shareholders’ resolution in limited liability compa-
nies. This resolution shall absolutely include the TR Identification
number of the related person. Therefore, immediately after a resolution
regarding the internal directive, appointments may be made via a board
of directors’ resolution (in joint stock companies) or general assembly
resolution (in limited liability companies). For instance:
It has been
resolved in our Board of Directors’ resolution dated X and numbered
Y that Mr. Ahmet shall be appointed as a store manager, of which its
authorities are indicated in our Internal Directive […]
40
NEWSLETTER 2015
1
For our readers who are also law practitioners, we would like to remind that as per the TCC,
there is a provision in the articles of association solely about the transfer of management.
Therefore, in order to issue an internal directive in terms of representation transfers, there is no
need to have a provision thereof in the articles of association.