2016.ANA METIN ingilizce.01

In practice, notaries public examine authorities granted via powers

of attorney and, meanwhile, they abstain from issuance of a power of

attorney when they encounter expressions, such as “

to represent the

company to the greatest extent possible.

” In such a case, they indicate

that this authorization is subject to authorization, and can only be made

via a board of directors’ resolution. Within this context, the power of

attorney that is issued by a notary public must concern a certain limit-

ed operation.

Are amendments to the internal directive also subject to

registration?

Legally, all amendments made in matters that are subject to regis-

tration shall also be subject to registration. However, it must be point-

ed out that there are differences, in practice. Some trade registry direc-

torates solely require the registration of amendments; whereas, others

require the entire internal directive to be registered

. It can be foreseen

that the practice will harmonize over time, just as the registration of

only the amended article in the articles of association.

What are the effects of the internal directive in terms of

liability?

The internal directive system is a shield that can protect the com-

pany from third persons. Therefore, it must be registered before the

trade registry. In order for an agreement concluded by the representa-

tives of the company shown in the internal directive to be binding upon

the company, such representatives shall hold representation authority.

Otherwise, the counterparty of the agreement’s concluded representa-

tive without authority shall have no claims arising from the agreement.

Here, the effect of a registered internal directive is observed. The coun-

terparty to the contract may confirm whether the representative in the

internal directive has authority, or not, from the trade registry gazette.

COMMERCIAL LAW

Istanbul Trade Registry Directorate: “In case of amendment to the internal directive which is

registered and announced in the company records or in case of additions to such internal direc-

tive, a new and differently dated, numbered internal directive should be registered and

announced.”

Sirket_Sinirli_Yetkili.