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Does the internal directive require registration?
Only the parts of the internal directive concerning representation
should be registered. In other words, there is no need for registration of
the regulations related to management. At some point, the regulations
concerning management of the company may be comprised of confi-
dential information of the company. Thus, the lawmaker does not
require registration of such parts. If there is a dispute that requires the
management transfer to be demonstrated, an internal directive may be
preserved for years as a confidential document only to be disclosed via
a court order.
The parts concerning representation, on the other hand, are subject
to registration. The aforementioned resolution of appointment is also
subject to registration.
As of this part of this newsletter article, some properties of the
internal directive in terms of representation authority shall be evaluated.
What shall be done following the registration of the internal
directive?
Following the registration of the internal directive, in terms of the
necessities of commercial life, it is required to get the signature speci-
mens authenticated by the Notary Public. The document issued by the
Notary Public, within the scope of this authentication, shall constitute
the signature circular of the company.
Who can be granted the representation authority by means of
internal directive?
Any employee who is connected to the company via a service
agreement, and any member of the board of directors who is not grant-
ed a representation authority via a general assembly meeting, may be
rendered authorized via an internal directive. Therefore, at first view, it
may be claimed that the persons who are not in connection with the
company in terms of an employee-employer relation cannot be autho-
rized via an internal directive. However, if we interpret the law in
accordance with its purpose, it can be said that the required service is
not, independently, about being permanent, but more about continu-
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