2016.ANA METIN ingilizce.01

ously serving the company

. Due to the fact that Trade Registries do

not conduct examinations, in practice, persons in group companies

who are not employed by the company are also authorized in the inter-

nal directive.

Can the internal directive contain persons who are not vested

with limited representation authority?

Since there are no limitations stipulated in the law in this regard,

persons authorized to jointly represent the company, or branch repre-

sentatives, may also be mentioned in the internal directive. However,

in practice, different approaches of trade registries may be encoun-

tered. The benefit of such document is to allow the company to demon-

strate its representation authorities by means of more than one docu-

ment. Moreover, it is more suitable in terms of commercial life to avoid

the dispersed structure of the law to enforce a burden upon the compa-

nies in issuing different documents in order to transfer their represen-

tation authorities. Therefore, it is more practical to mention the author-

ities whom shall be appointed in accordance with the board of direc-

tors’ resolution regarding joint or several representations, and the

authorities to be appointed via an internal directive within the same

resolution.

How can persons who cannot be authorized by means of an

internal directive be authorized?

It is possible for companies to authorize persons who are not their

employees, for certain operations, by means of a power of attorney, via

a board of directors’ resolution or via their representatives (for exam-

ple: members of the Board of Directors or the authorized persons as

per the internal directive). Such authorizations shall not be registered

with the Trade Registry, and shall not be announced. On the other

hand, upon the appointment of a generally authorized attorney, such

attorney shall be legally deemed as a commercial agent, namely, a

commercial representative, and such appointment shall be registered

with the Trade Registry.

NEWSLETTER 2015

Yanlı/Okutan Nilsson

P. 12 BATIDER V. XXX No. 4 2014.