Limited Liability Company Limited Authorized Appointment Procedure

Legislation

Turkish Commercial Code

ARTICLE 367- (1) The board of directors may be authorized to delegate the management, partially or completely, to one or more members of the board of directors or to a third party, in accordance with an internal directive to be included in the articles of association. This internal directive regulates the management of the company; It defines the tasks required for this, shows their location, especially determines who is connected to whom and is obliged to provide information. Upon request, the Board of Directors informs the shareholders and creditors, who convincingly put forward their interests worth protecting, about this internal directive, in writing.

(2) The management, unless transferred, belongs to all members of the board of directors.

Turkish Commercial Code

ARTICLE 371- (7) (Annex: 10/9/2014 - 6552/131 art.) Board of Directors, ……………………. may appoint as proxy or other merchant assistants. The duties and powers of those who will be appointed in this way are clearly determined in the internal directive to be prepared according to Article 367. In this case, the registration and announcement of the internal directive is mandatory. Commercial representatives and other assistant merchants cannot be appointed with an internal directive. Commercial agents or other merchant assistants authorized in accordance with this paragraph are also registered and announced in the trade registry. The board of directors is jointly responsible for any damages that these persons may cause to the company and third parties.

Turkish Commercial Code

ARTICLE 629- (3) (Supplement: 10/9/2014 - 6552/132 Art.) Article 367 and the seventh paragraph of Article 371 regarding the appointment of those who are affiliated to the company with a service contract by the managers as commercial agents or other assistant merchants with limited authority It is also applied to limited companies by analogy

Procedures for registration and announcement

1-Petition

2-Board of Managers; According to TCC 367, in order to draw up an internal directive regarding the transfer of management authority, there must be a provision in the articles of association. If there is no article on this subject in the articles of association, the contract must first be registered by making a change.

3- Board of Managers; According to TCC 371/7, in order to be able to issue an internal directive regarding the transfer of representation power (assignment of company partners who are not authorized to represent and those affiliated to the company with a limited authority to establish transactions with third parties on behalf of the company or its branch), a provision is sought in the company agreement that the authority to represent There is no need.

4- In order to transfer the management, if the company contract is in compliance with the internal directive arrangement or if the company contract has been adapted by amending, an internal directive regarding the transfer of management can be prepared with the decision of the Board of Managers. Registration and announcement of the internal directive prepared in accordance with TCC 367 is not mandatory.

5- According to TCC 371/7, if an internal directive determining the limited authority framework of persons with limited authority is prepared, it will be accepted, registered and announced by the decision of the Notarized Board of Managers, without requiring any provision in this matter.

6- The Board of Managers Decision regarding the appointment of a notarized limited official. The Name-Surname and TR ID Numbers of the persons to be assigned to the limited powers determined by the internal directive are determined by referring to the date and number of the internal directive.

7- Signature declaration under the title issued at the Trade Registry Office stating that the assigned Limited Authority accepts the duty

NOTES

a- Contract modification can be registered and announced simultaneously with the internal directive.

b- The names of the persons assigned to the determined powers will not be included in the internal directive.

c- In case of any amendment to the registered and announced internal directive or additions to the existing internal directive, a new internal directive with a separate date and number must be registered and announced.

d) If Limited Authorized Foreign National:

- If available, a notarized copy of the Residence Permit (1 original) or a declaration indicating the address if the address is abroad.

- Translated notarized passport copy (1 original - 1 photocopy)

-Potential tax display document must be attached.

-Photo (2 pieces)

NOTE: You need to apply online at https://mersis.gtb.gov.tr/.