NEWSLETTER-2019-metin

17 COMMERCIAL LAW appointed by an internal directive. Commercial agents or other assistants to merchants authorized in accordance with this parag- raph will be registered with, and announced by, the commercial registry. The Board of Directors will be jointly and severally res- ponsible for all damages caused by such persons to the company and third parties.” This regulation made it possible to register and announce certain authority restrictions that are not allowed by both the old and the new Turkish Commercial Code. While the representation authority before the said regulation can only be limited to the dual signature and place of transaction 5 , it is now possible to limit the authority based on the subject or amount of the transaction. Persons who may be appointed under Article 371/7 In this provision, there is restriction upon the persons who can be appointed as limited authorized representatives. Only non-authorized members of the board, or persons who have an employment contract with the company, may be appointed as a commercial agent with limited authority, or as another merchant assistant. That means that the members of the board who are authorized to legally represent and whose authori- ties have not been changed, and executive directors or managers as set forth in Articles 371/1 and 370/2 of the TCC are not within the scope of this provision. It should be noted that limited authorized representatives can only be appointed under the two titles as mentioned; the commercial representative, which is another type of representative regulated in the Turkish Code of Obligations (“TCO”), is not covered by these Articles 6 . Also, “persons who have an employment contract,” does not mean a technical employment contract. A person who works continuously and who is affiliated with the company is also covered by this provision, even if there is no technical employment contract. Procedure The duties and powers of the representatives to be appointed with limited authority shall be clearly defined in the internal directive that is 5 Kırca / Şehirali Çelik / Manavgat , p. 645. 6 Yanlı, Veliye / Okutan Nilsson, Gül : “Anonim ve Limited Şirketlerde Sınırlı Yet - kili Temsilci Tayini” , Banka ve Ticaret Hukuku Dergisi, December 2014, V. 30, No: 4, p. 13.