The New Turkish Commercial Code ("TCC") brought
completely different rules about the representation of Companies,
among which especially two deserve special mention. The first of
these rules is the mandatory condition that a board member must be
authorized to represent the Company without any limitation with its
sole signature or two with their joint signature. The other one is
about the limitation of the authorization of signatories through a
so called "Internal Directive", which scope should be
determined with a board resolution.
Even though, the rules seem to be very simple and applicable at
the first look, the practise thereof by trade registries have
caused a huge frustration at Turkish Lawyers, who had to explain to
their foreign clients that the top management may not be involved
in daily operations of the Company, as they had to make a choice
between "limitless authorization" and "limited
authorization".
