NEWSLETTER-2019-metin

14 NEWSLETTER 2019 Delegation of Representation Authority and Appointment of Limited Authorized Representative* Att. Idil Gencosmanoglu Introduction There are two types of systems throughout the world for the organization of boards of directors: The One-Tier Board System and the Two-Tier Board System. With the latter system, the board has a dual organizational structure that is comprised of a supervisory board and an executive board, and this system is preferred by Eastern Euro- pean countries, such as Germany, Austria and Poland, having social market economies. On the other hand, the One-Tier Board System is preferred by countries with free market economies, including Turkey. In this system, the board fulfills both supervision and execution func- tions. However, since it is difficult to perform both functions in large companies due to the work load, the board delegates management and representation powers, and acts as a supervisory body 1 . The provisions of the Turkish Commercial Code No. 6102 (“TCC”) concerning repre- sentation authority are also shaped around these principles. In this article, firstly, general explanations will be given about the delegation of representation authority, and by the concept of limited authorized representative, which is introduced by Law No. 6552 on the Amendment to the Labor Law and Certain Laws and Restructuring of Some Receivables adopted on 10.09.2014, will be emphasized. It is worthy of note that these provisions, which are regulated under joint- stock companies, apply comparatively to limited liability companies pursuant to Article 629 of the TCC. * Article of November2019 1 Cenkci, Esra : Anonim Ortaklıkta Yönetim Kurulunun Temsil Yetkisinin Devri, Ankara 2018, p. 21-23.