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 companies.
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 third persons
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.
