271
The Authority to Represent in Turkish Joint Stock
Companies (or Joint Stock Company Law)
by Osman Gazİ GÜÇLÜTÜRK*
ABSTRACT
The Board of Directors has two main functions: management and representation.
Considering the fact that companies may have a complex relationship network, generally,
it is not possible for all members of the Board of Directors to represent the company in person
for each transaction. Therefore the Board of Directors delegates its authority to represent
to its members or to third parties. In cases of delegation of the authority to represent, the
representation of the company becomes vague for third parties, as they may not be able to
know who is entitled to represent the company and to what extent. In order to prevent
uncertainty, it is stated that the restrictions on the authority to represent shall have effect
against third parties in good faith only in some exceptional situations. In addition to this
general view, with the Omnibus Law No: 6552, a new regime of delegation and restriction
of the authority to represent has been set forth.
I. Introduction
The Board of Directors has two main functions: management and representation.
Management comprises daily operations for the company to survive, while representation
means acting on behalf of the company against third parties. Representation is undertaken
by persons authorised to represent the company. In principle, it is the Board of Directors
that exercises this authority. However, in order to handle the difficulties of growth and to
ease management, this authority may be divided and delegated to others. The aim of this
study is to examine the exercise of the authority to represent by the Board of Directors,
focusing particularly on the delegation of the authority to represent. The present study
consists of two parts. In the first part, the definition and purpose of the authority to
represent will be explained. Subsequently, in the second part, the exercising mechanism, the
delegation of and the restrictions on the authority to represent will be examined by taking
the most recent amendments into account.
II. NOTION OF THE AUTHORITY TO REPRESENT
a)
Definition
The authority to represent is defined as the capacity to act as an agent of, or in other words,
to act on behalf of, the company. That is to say, authorised agents can make binding decisions
* Osman Gazi Güçlütürk obtained his LL.B. degree from Galatasaray University in Turkey in 2014. He completed
the Ankara University Commercial Law LL.M. Programme’s course phase in 2015. Currently, he is an LL.M. Candidate
at the London School of Economics and Political Science. He specialises in Corporate & Securities Law.
©2015 TURKISH COMMERCIAL LAW REVIEW, Vol. 1, No. 3, October 2015
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for the company.1 Accordingly, Article 371(1) of the Turkish Commercial Code (‘TCC’)
states that persons authorised to represent can carry out all business and legal transactions
within the purpose and the scope of activity of the company, on behalf of the company.2
Accordingly, the company shall be liable for tort of persons authorised to represent.3
When it comes to the representation of a company against third parties, the outdated
‘ultra vires’ principle must be mentioned. According to the former Commercial Code,4
transactions that are not in the purpose and the scope of activity of the company were legally
deemed as non-existent (yok).5 In other words, these actions were not binding upon the
company. This principle is called ‘ultra vires’. However, under the TCC, these transactions
shall bind the company unless it is proven that the third party was aware of the transaction
being outside the scope of the company’s activity or that they were capable of being aware
given the circumstances.6 Therefore, the ultra vires principle is no longer accepted.7
b) Purpose and Function
Companies have legal personality.8 The will of legal persons is declared through their organs.9
The authority to represent granted to natural persons allows them to declare this will to
third parties. As the authority to represent is about the representation of the company
against third parties, its registration and announcement play important roles.
The names, titles, nationalities and residences of the persons authorised to represent
the company must be expressed in the articles of association10 and under the TCC, the
articles of association must be registered and announced in the Turkish Trade Registry
1
R. Poroy, E. Çamoğlu & Ü. Tekinalp, Ortaklıklar Hukuku 1, (İstanbul: Vedat Kitapçılık, 2014), 347.
2 Promulgated in the official gazette No. 27846 on 14 February 2011 and entered into force on 1 July 2012.
3 Article 371(5) of the TCC. As stated in this Article, the company reserves its right to recourse. See S.
Altaş, ‘Yeni Türk Ticaret Kanununa Göre Anonim Şirket Yönetim Kurulunun Yönetim ve Temsil Yetkisinin
Kapsamı ve Devri’ in Mali Çözüm Dergisi May-June 2011 (Istanbul: Istanbul Chamber of Certified Public
Accountants, 2011), 106.
4 Law No: 6762. Promulgated in the official gazette No. 9353 on 9 July 1956 and entered into force on
1 January 1957. Abrogated by Law No: 6102.
5 M. Alışkan, ‘İşletme Konusu ve 6102 Sayılı Türk Ticaret Kanununa Göre Ticaret Şirketlerinin
Ehliyeti ve Temsili’ in Marmara Üniversitesi Hukuk Fakültesi Dergisi Vol. 18 Issue 2, (Istanbul, 2012), 210.
6 As stated in Article 371(2) of the TCC, the burden of proof lies with the company. For details see H. Pulaşlı,
6102 Sayılı Türk Ticaret Kanununa Göre Şirketler Hukuku Şerhi Cilt I, (Ankara: Adalet Yayınları, 2011), 1017.
7 H. Pulaşlı, Şirketler Hukuku Genel Esaslar, (Ankara: Adalet Yayınları, 2015), 446; S. Altaş, ‘Yeni Türk
Ticaret Kanununa Göre Anonim Şirket Yönetim Kurulunun Yönetim ve Temsil Yetkisinin Kapsamı ve Devri’
in Mali Çözüm Dergisi May-June 2011 (Istanbul: Istanbul Chamber of Certified Public Accountants, 2011), 103;
N. Akdağ Güney, ‘6552 Sayılı Torba Kanun ile TTK m.371’e Eklenen Yedinci Fıkraya İlişkin Değerlendirmeler’,
Arslanlı Bilim Arşivi, (13 November 2014), <http://www.arslanlibilimarsivi.com/node/25>, 6. In the European
Union Legal System, according to Article 10(1) of Directive 2009/101/EC of The European Parliament and of
The Council (Directive-2009/101/EC), each member may provide that the company shall not be bound by acts
outside the objects of the company.
8 Article 125 of the TCC.
9 Article 50(1) of the Turkish Civil Code. Promulgated in official gazette No. 24607 on 12 August 2001
and entered into force on 1 January 2002.
10 Article 354(1)(g) of the TCC.
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273
Gazette.11 The announced information is deemed as known by third parties, regardless
of their residence, starting from the business day following the day of announcement.12
Accordingly, Article 373(1) of the TCC stipulates that the Board of Directors shall submit to
the Trade Registry, for registration and announcement, a notarised copy of the resolution
designating the persons authorised to represent and the methods of representation. In
practice, this resolution is termed the ‘signatory circular’. This circular is used by agents to
prove to third parties that they are authorised to perform the transaction on behalf of the
company.
Having defined the authority to represent as the main component of operations of
the company with third parties, we will now proceed to the examination of the exercise of
this authority.
III. EXERCISE OF THE AUTHORITY TO REPRESENT
a)
Principle
According to Article 370 of the TCC, unless otherwise decided in the articles of association
or unless the Board of Directors consists of one member, the authority to represent shall
be exercised by the Board of Directors by affixing two signatures.13 This article concerns
the authorised persons and the principal method of exercise, unless otherwise stated in
the Articles of Association. Indeed, the double signatory rule is applied only to active
representation. Conversely, regarding passive representation, each member has the authority
to represent the company. In other words, each board member may receive notifications on
behalf of the company.14
On the other hand, it is possible to diverge from the ‘double signature rule’ by
a provision in the articles of association. However this divergence is permitted only for
the principal method.15 In any event at least one board member must have authority to
represent.16 Therefore, the authority to represent cannot be delegated solely to third
persons.17
Persons authorized to represent the company shall affix their signatures under the
11 Article 354(1) of the TCC. Registration must be made in thirty days following the establishment of
the company.
12 Article 36 of the TCC. This is called ‘the positive effect’ of the Trade Registry. However there is a
special provision regarding application of this principle on the articles of association of a joint-stock company.
This effect covers only content expressed in Article 354(1) of the articles of association. For example, as clearly
stated in Article 371(2) of the TCC, the fact that the purpose and the scope of activity of the company were
announced is not enough to prove that the third party was aware of it.
13 S. Altaş, ‘Yeni Türk Ticaret Kanununa Göre Anonim Şirket Yönetim Kurulunun Yönetim ve
Temsil Yetkisinin Kapsamı ve Devri’ in Mali Çözüm Dergisi May-June 2011 (Istanbul: Istanbul Chamber of
Certified Public Accountants, 2011), 101. According to Article 718 of the Swiss Code of Obligations, which is
the reference text of Turkish legislation, in principle, each member of the Board of Directors is entitled to
represent the company.
14 O.H. Şener, Ortaklıklar Hukuku, (Ankara: Seçkin Yayıncılık, 2012), 368; H. Pulaşlı, 6102 Sayılı Türk
Ticaret Kanununa Göre Şirketler Hukuku Şerhi Cilt I, (Ankara: Adalet Yayınları, 2011), 1017.
15 I. Kırca & F. Şehirali Çelik & Ç. Manavgat, Anonim Şirketler Hukuku Cilt 1, (Ankara: Banka ve Ticaret
Hukuku Araştırma Enstitüsü Yayınları, 2013), 626.
16 Article 370(2) of the TCC.
17 R. Poroy, E. Çamoğlu & Ü. Tekinalp, Ortaklıklar Hukuku 1, (İstanbul: Vedat Kitapçılık, 2014), 349.
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trade name of the company.18 This provision is included in order to determine whether
agents act on behalf of the company or independently.
In principle, no requirement of form has been set for the transactions conducted
by agents. Mostly these transactions are performed in written form due to ease of proof.
However, in single shareholder companies, a contract between the shareholder and the
company must be concluded in written form to be valid.19
b) Delegation
Although the Board is authorised to represent the company by law unless otherwise decided
in the articles of association, considering the fact that there are huge corporations making
thousands of daily transactions in different countries, requiring the signatures of two
members for each transaction would make it impossible for these companies to operate. In
order to avoid this problem, the TCC stipulates that the Board of Directors can delegate
the authority to represent to one or more executive directors or to third parties.20 There
exists no special provision requiring this authority to delegate to be given by the articles
of association. Considering the fact that the appointment and dismissal of managers or
persons performing the same function and authorized signatories is indicated among the
non-delegable duties and authorities of the Board of Directors21 in the TCC, it could be
asserted that providing this authority in the articles of association is not necessary.22 As
stated above, if the authority to represent is delegated to third parties, at least one board
member must have the authority to represent.23
Additionally, the Board of Directors can appoint commercial representatives and
commercial agents24 whose representational and managerial duties and authorities have
been stated by the Turkish Code of Obligations.25
c)
Restrictions
Delegation of the authority to represent comes with uncertainty. In order to protect
third parties from the vagueness of not knowing the scope of authority to represent of
each authorised person, the TCC states that, in principle, restrictions on the authority to
18 Article 372(1) of the TCC.
19 Article 371(6) of the TCC.
20 Article 370(2) of the TCC. A board member to whom the authority to represent is delegated is
referred to as an ‘executive director’.
21 Article 375(1)(d) of the TCC.
22 I. Kırca & F. Şehirali Çelik & Ç. Manavgat, Anonim Şirketler Hukuku Cilt 1, (Ankara: Banka ve Ticaret
Hukuku Araştırma Enstitüsü Yayınları, 2013), 618. For a dissenting opinion see N. Akdağ Güney, ‘6552 Sayılı
Torba Kanun ile TTK m.371’e Eklenen Yedinci Fıkraya İlişkin Değerlendirmeler’, Arslanlı Bilim Arşivi, (13
November 2014), <http://www.arslanlibilimarsivi.com/node/25>.
23 S. Altaş, ‘Yeni Türk Ticaret Kanununa Göre Anonim Şirket Yönetim Kurulunun Yönetim ve Temsil
Yetkisinin Kapsamı ve Devri’ in Mali Çözüm Dergisi May-June 2011 (Istanbul: Istanbul Chamber of Certified
Public Accountants, 2011), 102.
24 Article 368 of the TCC.
25 Articles 547-554 of the Turkish Code of Obligations. Promulgated in the official gazette No. 27836 on
11 January 2011 and entered into force on 1 July 2012.
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represent shall not have effect against third parties acting in good faith.26 In other words,
even though the authority to represent is restricted, transactions made by authorised agents
with third parties in excess of these restrictions can still bind the company.
The term ‘good faith’ is not defined in the article in question. It is widely accepted
that the actual knowledge shall remove good faith. However it is not clear whether the fact
that third parties were capable of being aware of the restriction shall preclude good faith.
According to the majority opinion, the third party must be actually aware of the restriction
for the good faith to be removed.27 Since the principle is for the absence of any restrictions,
the burden of proof lies with the company.
On the other hand, in some exceptional cases, restrictions on the authority to
represent are accepted.
1. Restrictions Arising From Law
In cases where there is a statutory requirement of confirmation by the General Assembly
of the Board’s transactions, the transaction shall not bind the company unless the General
Assembly approves it.28
2. Permitted Voluntary Restrictions
There are two situations in which restrictions on the authority to represent to be asserted
against third parties are accepted according to TCC. The first valid restriction is limiting
the authority to represent to the business of the headquarters of a branch and the second
one is limitations regarding whether agents shall use this authority jointly or not.29 However,
in order to apply these restrictions, they must be registered and announced in the Trade
Registry.30
Since other restrictions are not effectual against third parties, a transaction in
breach of such a restriction stipulated in the articles of association or a General Assembly
resolution does not preclude third parties from relying on that transaction as long as they
are acting in good faith.31 Third parties cannot be expected to be aware of all provisions in a
26 Article 371(3) of the TCC. Court of Cassation, 12th Civil Chamber, Date: 17 June 2004, Merit:
2004/10762, Decision: 2004/15950. Ü. Tekinalp, Sermaye Ortaklıklarının Yeni Hukuku, (İstanbul: Vedat
Kitapçılık, 2015), 258.
27 R. Poroy, E. Çamoğlu & Ü. Tekinalp, Ortaklıklar Hukuku 1, (İstanbul: Vedat Kitapçılık, 2014), 349;
H. Pulaşlı, 6102 Sayılı Türk Ticaret Kanununa Göre Şirketler Hukuku Şerhi Cilt I, (Ankara: Adalet Yayınları, 2011),
1015; Ü. Tekinalp, Sermaye Ortaklıklarının Yeni Hukuku, (İstanbul: Vedat Kitapçılık, 2015), 258. According to
Tekinalp, giving a written statement expressing a restriction and having the counter party sign this statement
would remove good faith.
28 A. Aydın, ‘Anonim Ortaklık Yönetim kurulunun Temsil Yetkisinin Sınırları ve Temsil Yetkisinin/
Gücünün Kötüye Kullanılması Sorunu’ in Batıder Vol. XXX. Issue: 1 (Ankara: Banka ve Ticaret Hukuku
Araştırma Enstitüsü Yayınları, 2014), 161. Restrictions arising from law shall not be explained in detail since
the present study’s aim is to focus on the latest amendments regarding restrictions.
29 A restriction regarding joint exercise is permitted under Article 10(3) of Directive 2009/101/EC as
well. On the other hand Paragraph 82 of German Stock Corporation Act of 18 September 2013 stipulates that
the authority of the management board to represent the company may not be restricted. However there are
restrictions which arise from the same act.
30 H. Pulaşlı, Şirketler Hukuku Genel Esaslar, (Ankara: Adalet Yayınları, 2015), 448; O.H. Şener,
Ortaklıklar Hukuku, (Ankara: Seçkin Yayıncılık, 2012), 369.
31 Article 371(4) of the TCC.
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company’s articles of association or of all its General Assembly resolutions. However, if it is
proven that the third party knew that the agent was not authorised to make the transaction,
the restriction might be asserted by the company.32 Therefore, in order to avoid undesired
consequences, it would be wiser to express restrictions on the authority to represent clearly
in each separate agreement.
It must be stressed that other restrictions are valid in terms of the internal operations
between agents and the company even though they are not effective against third parties.33
Unfortunately, in practice, groups of pecuniary and thematic restrictions have been
registered and announced in the Trade Registry for a long time.34 This practice ended
following a decision of Mersin Trade Registry and a subsequent opinion of Ministry of
Customs and Trade.35
3. System Brought by Law No: 6552
Law No: 6552 is an omnibus law that was promulgated in the official gazette No. 29116 on 11
September 2014. Article 131 of that law, which added a new paragraph to Article 371 of the
TCC, entered into force on the same day.36
Article 371(7) of the TCC stipulates that:
‘the Board of Directors may appoint board members who are not authorised to
represent the company or persons bound to the company by an employment
contract as commercial agents with limited authority or other commercial
assistants. Duties and authorities of persons appointed in this manner shall be
clearly determined in the internal regulation issued in accordance with Article 367.
In this case, registration and announcement of the internal regulation is mandatory.
Commercial agents and other commercial assistants cannot be appointed by the
internal regulation. Commercial agents and other commercial assistants appointed
in accordance with this paragraph shall be registered and announced in the Trade
Registry. The Board of Directors shall be jointly and severally responsible for any
damages caused to the company or to third parties by these persons. ’
At the outset, the purpose of this amendment must be analyzed. In its preamble, it is
expressed that this amendment has been made in order to protect third parties from the
negative effects of unauthorised representation caused by third parties not knowing whether
32 H. Pulaşlı, 6102 Sayılı Türk Ticaret Kanununa Göre Şirketler Hukuku Şerhi Cilt I, (Ankara: Adalet
Yayınları, 2011), 1017.
33 N. Akdağ Güney, ‘6552 Sayılı Torba Kanun ile TTK m.371’e Eklenen Yedinci Fıkraya İlişkin
Değerlendirmeler’, Arslanlı Bilim Arşivi, (13 November 2014), <http://www.arslanlibilimarsivi.com/node/25>, 10.
34 . Article 354(1) of the TCC stipulates that only matters expressed in this article shall benefit from the
positive effect of the Trade Registry. Therefore, the fact that invalid restrictions are registered and announced
in the Trade Registry does not automatically denote that the positive effect shall cover them. H. Pulaşlı, 6102
Sayılı Türk Ticaret Kanununa Göre Şirketler Hukuku Şerhi Cilt I, (Ankara: Adalet Yayınları, 2011), 1015.
35 N. Akdağ Güney, ‘6552 Sayılı Torba Kanun ile TTK m.371’e Eklenen Yedinci Fıkraya İlişkin
Değerlendirmeler’, Arslanlı Bilim Arşivi, (13 November 2014), <http://www.arslanlibilimarsivi.com/node/25>, 1.
36 This amendment has been criticised by jurists for several reasons, mainly because of its non-compliance
with general representation and trade registry principles. For a detailed analysis see I. Kırca, ‘TTK m.371
Hakkında Bir İnceleme: AB’ye Üyelik Yolunda Geri Adım’ in Batıder Vol: XXX Issue: 3 (Ankara: Banka ve Ticaret
Hukuku Araştırma Enstitüsü Yayınları, 2014), 23. On the other hand, according to Pulaşlı, this amendment allows
us to benefit from members who are not authorised to represent the company by granting them limited authority,
H. Pulaşlı, Şirketler Hukuku Genel Esaslar, (Ankara: Adalet Yayınları, 2015), 454.
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or not the agent is authorised to make the transaction.37 However, since the scope of the
authority to represent pertaining to commercial agents and other commercial assistants
has been determined by the Turkish Code of Obligation (TCO), this rationale does not
hold up.38 Furthermore, according to Article 34(1)(a) of the Trade Registry Regulation, only
matters that the law requires to be registered shall be registered in the Trade Registry. Under
Article 551 of the TCO, commercial agents are not registered in the Trade Registry. Taking
this into account, it is difficult to explain why the legislators have stipulated an obligation of
registration regarding commercial agents with limited authority.39
Additionally, the internal regulation must be examined. Originally, the internal
regulation had been envisaged as an information document issued by the Board of Directors
to regulate the delegation of management and to demonstrate the managerial relations of
the company.40 It is not registered or announced since it is an internal document about the
internal operation of the company.41 However, with Article 371(7), the internal regulation is
no longer an internal information document. Under this Article, the internal regulation is
the document in which restrictions other than Article 371(2) expressed, mainly thematic and
pecuniary limitations, may be set forth. In cases where the transaction is performed by a
person authorised in accordance with Article 371(7), the registration and announcement of
the internal regulation shall remove the good faith of third parties as a result of the positive
effect of the Trade Registry.42
On the other hand, Article 371(2) and Article 371(7) must be considered together.
Article 371(2) covers permitted restrictions on the authority to represent given by the
signatory circular while Article 371(7) permits the granting of limited authority to represent
by the internal regulation to board members who are not authorised to represent by the
signatory circular or to persons bound to the company by an employment contract. In other
words, restrictions other than those expressed by Article 371(2) shall not be effectual against
third parties in good faith if the transaction is made by a board member authorised to
represent by the signatory circular.
Under Article 371(7), commercial agents with limited authority and other commercial
assistants cannot be appointed by the internal regulation. Therefore, the Board of Directors
37 I. Kırca, ‘TTK m.371 Hakkında Bir İnceleme: AB’ye Üyelik Yolunda Geri Adım’ in Batıder Vol: XXX
Issue: 3 (Ankara: Banka ve Ticaret Hukuku Araştırma Enstitüsü Yayınları, 2014), 31; Grand National Assembly
of Turkey, Minutes Journal, 2014, Legislative Session: 24, Legislative Year: 4, Order: 639 p. 382.
38 N. Akdağ Güney, ‘6552 Sayılı Torba Kanun ile TTK m.371’e Eklenen Yedinci Fıkraya İlişkin
Değerlendirmeler’, Arslanlı Bilim Arşivi, (13 November 2014), <http://www.arslanlibilimarsivi.com/node/25>, 3;
I. Kırca, ‘TTK m.371 Hakkında Bir İnceleme: AB’ye Üyelik Yolunda Geri Adım’ in Batıder Vol: XXX Issue: 3
(Ankara: Banka ve Ticaret Hukuku Araştırma Enstitüsü Yayınları, 2014), 32.
39 I. Kırca, ‘TTK m.371 Hakkında Bir İnceleme: AB’ye Üyelik Yolunda Geri Adım’ in Batıder Vol: XXX
Issue: 3 (Ankara: Banka ve Ticaret Hukuku Araştırma Enstitüsü Yayınları, 2014), 12.
40 Article 367(1) of the TCC.
41 I. Kırca, ‘TTK m.371 Hakkında Bir İnceleme: AB’ye Üyelik Yolunda Geri Adım’ in Batıder Vol: XXX
Issue: 3 (Ankara: Banka ve Ticaret Hukuku Araştırma Enstitüsü Yayınları, 2014), 29.
42 According to Pulaşlı, Article 371(7) must be interpreted narrowly in accordance with Article 367(1),
so that only a specific part of the internal regulation, which regulates appointments under Article 371(7), must
be registered and announced in the Trade Registry. H. Pulaşlı, Şirketler Hukuku Genel Esaslar, (Ankara: Adalet
Yayınları, 2015), 446. On the other hand Tekinalp states that the internal regulation under Article 371(7) must
be prepared seperately from the internal regulation under Article 367, Ü.Tekinalp, Sermaye Ortaklıklarının Yeni
Hukuku, (İstanbul: Vedat Kitapçılık, 2015), 261.
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must appoint them by a separate decision. This decision shall be registered and announced
in the Trade Registry.43 The Istanbul Chamber of Commerce published a statement in order
to clarify the exercise of Article 371(7), which accordingly stipulates that ‘names of the
persons granted limited authority to represent in accordance with the internal regulation
shall definitely not be written in the internal regulation’.44
The last sentence of this paragraph regulates the liability of the Board of Directors for
damages caused to the company or to third parties by persons appointed in accordance with
this article. According to Article 553(2), persons or organs transferring a duty or an authority
arisen from the TCC or from the articles of association to others shall not be responsible
for the latter’s actions or decisions unless it is proven that they have not displayed due care
while selecting those persons. However, Article 371(7) sets forth an exceptional responsibility
regime by excluding the possibility of exoneration from responsibility for the members of
the Board of Directors.
IV. CONCLUSION
The authority to represent is the key factor determining whether the transaction made
between an agent of the company and third parties shall bind the company. In principle, it
is exercised by the Board of Directors, however, it may be delegated to others. Restrictions
on the authority to represent other than joint exercise and limitation concerning a branch
cannot be effectual against third parties in good faith even though they are registered and
announced in the Trade Registry. However, the new seventh paragraph of Article 371 permits
other restrictions on the authority to represent for commercial agents with limited authority
and other commercial agents to be set via an internal regulation. This new provision brings
with it several problematic issues. First of all, in order to protect third parties, the scope of
the authority to represent must be clearly determined by the law. However, Article 371(7)
permits any restriction to be foreseen by the internal regulation, which obligates third parties
to look at the Trade Registry before each transaction. Therefore, this amendment, contrary
to what is claimed in its preamble, does not contribute to the protection of third parties.
Additionally, a requirement for the internal regulation to be registered and announced does
not align with the general principles and functions of the Trade Registry and the internal
nature of this document. Furthermore, necessitating commercial agents with limited
authority and other commercial assistants appointed in accordance with this paragraph
to be registered and announced in the Trade Registry lacks legal basis considering the fact
that commercial agents with general authority are not registered and announced under Law
No: 6098. In light of these findings, amendments made by Law No: 6552 on Article 371 of
the TCC cannot be considered as an improvement. Nevertheless, it seems likely that this
paragraph will have a large scope of application in a short time due to companies’ desire to
impose further restrictions that can also be raised against third parties.
43 I. Kırca, ‘TTK m.371 Hakkında Bir İnceleme: AB’ye Üyelik Yolunda Geri Adım’ in Batıder Vol:
XXX Issue: 3 (Ankara: Banka ve Ticaret Hukuku Araştırma Enstitüsü Yayınları, 2014), 32; H. Pulaşlı, Şirketler
Hukuku Genel Esaslar, (Ankara: Adalet Yayınları, 2015), 453.
44 Istanbul Chamber of Commerce Announcement regarding limited authority in companies:
Application of the internal regulation concerning the limited authority (Article 367-371-629 of the TCC)
<http://www.ito.org.tr/wps/portal/tescil-ilan-kurulus?WCM_GLOBAL_CONTEXT=Sirket_Sinirli_Yetkili>
(Last Access: 12 April 2015). On the other hand, Tekinalp states that this application is in contrast with Article
371(7), Ü. Tekinalp, Sermaye Ortaklıklarının Yeni Hukuku, (İstanbul: Vedat Kitapçılık, 2015), 262.