Certain provisions of the Turkish Commercial Code
"(TCC)" have been amended with the adoption of the
Omnibus Bill numbered 6552 published in the Official Gazette on 11
th of September 2014. The Omnibus Bill has introduced four
amendments regarding joint stock and limited liability
A new clause has been added to Article 371 of the TCC which
regulates the scope and limits of the authority to represent and
bind of the board of directors. As per paragraph 7, board of
directors can appoint members of board of directors who do not have
authority to represent or bind or employees that are bound by labor
contract other than the abovementioned representatives as trade
agent or other merchant assistants with limited power.
Duties and powers of such persons shall be explicitly designated
in the internal directive. In this case, the registration and
announcement of the internal directive are compulsory. The trade
agent and other merchant assistant cannot be appointed by the
internal directive. The trade agent and other merchant assistant
who have been authorized pursuant to this paragraph shall be
registered and announced before the Trade Registry. Board of
Directors shall be severally liable from any damages arising from
the conducts of such persons which are given to the Company and
The abovementioned paragraph 7 of the Article 371 shall be
applied to limited liability companies by analogy.
Companies which have failed to realize capital increase as per
the provisions of the TCC until 14/02/2014 for any reason will not
be subjected to termination in the case that such companies provide
the minimum capital requirement within three months as of the
publication of "Temporary Article 10" of the TCC. If the
deregistered companies apply for the capital increase within this
period, their records will be directly created. The period of 2
years stipulated in the first paragraph and (b) subparagraph of
Temporary Article 7 of TCC which is provided that the companies and
cooperatives which do not continue their business life however
still are remained to exist on paper can be deleted from the Trade
Registry with a simple procedure, is changed as "until
01/07/2015". Please do not hesitate to contact us should you
require any further information or clarification.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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