NEWSLETTER-2019-metin

18 NEWSLETTER 2019 prepared and registered in accordance with Article 367. It should also be noted that the names of the persons to be appointed in this directive should not be specified; they shall be determined by a decision of the board of directors. This resolution of the board is also required to be registered and announced. According to the doctrine 7 , the announce- ment of the internal directive is explanatory. Criticisms on Article 371/7 of the TCC The general principle of the new TCC is to protect transaction se- curity and to protect third parties in legal relations with the company, so that the limitation of the powers of the company representatives is kept as narrow as possible, limited to two cases. However, with Article 371/7 of the TCC, it becomes possible to limit representation authority with the subject or amount of the transaction 8 . Therefore, this provision is highly criticized in doctrine for adopting a regime that is contrary to the general principles of the TCC. It should also be noted that limitations, such as quantity or subject, were previously registered, in practice, by some trade registries. How- ever, as agreed in the doctrine and judicial decisions, it was not possible to assert this against bonafide third parties, even if the representation authority limitations have been registered. Article 371/7 of the TCC made these registrations, in practice, in accordance with the law. Conclusion The delegation of representation authority has become a necessity to facilitate the operation of large joint stock companies. The TCC regulates the delegation of representation authority in accordance with this necessity. In fact, Article 371/1, which was introduced by Law No. 6552, has taken this one step further, and has legalized the practice. This has been highly criticized in the doctrine, and has been claimed that the TCC has been separated from its general principle of protect- ing third parties in legal relations with companies. 7 Yanlı / Okutan Nilsson , p. 24. 8 Yanlı / Okutan Nilsson , p. 8.