60 / 522
In short, in the case of a representation without authority, the company
will be protected by means of a registered internal directive.
However, the internal directive system does not comfort the board
of directors in terms of responsibility. The wording of TCC Art. 371/7
states that persons who are granted representation authority through an
internal directive shall be severally liable along with the board of direc-
tors. This means that if damages arise as a result of an agreement, the
creditors and the shareholders may claim their damages from either the
representatives shown in the internal directive who signed the said
agreement, or the board of directors’ members, irrespective of whether
or not they signed it. At this point, a board of directors’ member may
waive liability by claiming that he/she acted with due care in choosing,
instructing, and supervising the said representative
4
.
Conclusion
In a nutshell, there is great benefit in re-evaluating the current sig-
natory circular of a company within the framework of an internal direc-
tive system. This way, while taking a step towards institutionalization
of the company, the transfer of authority from generation to generation
in family companies are facilitated. Obviously, this work has to be
done in consideration of the law of liability. Otherwise, given that a
simple signatory circular has not been issued, this may have unwanted
consequences, and may also give rise to the responsibility of the mem-
bers of the board of directors.
44
NEWSLETTER 2015
4
On the other hand, it is also stated by the academics that the liability structure envisaged by Art.
371/7 shall not be eliminated by Art. 553.
Akdağ Güney
p. 22 Evaluations Regarding the 7
th
paragraph added to TCC Art. 371 by the Omnibus Law numbered 6552 www.arslanlibilimar-
sivi.com.