Limited Company Internal Directive and Limited Authorized Appointment Procedures

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The authorities of those who will represent the companies individually or jointly in all matters are obtained by the Board of Directors' Decision in Joint Stock Companies and by the General Assembly's Decision in Limited Companies.

However, the authorities to be appointed with the limitation to be made in terms of representation or money, as the Law states, "members of the board of directors who are not authorized to represent or those who are connected to the company with a service contract, commercial agents or other merchant assistants with limited authority, can only be appointed after the registration and announcement of a notarized copy of an internal directive specified in Article 367 of the TCC and where the authority limit is specified.

The path to be followed;

- The board of directors' ability to issue an internal directive regarding the transfer of management depends on the existence of a provision in the company's articles of association. If there is no article in the company's articles of association on this issue, the articles of association must first be amended and registered. The amendment of the articles of association can also be registered and announced simultaneously with the internal directive.

- In Limited Companies, an internal directive with a date and number, specifying the limited authority framework, shall be accepted and registered and announced in the annex of the notarized directors' board decision with unlimited authority.

- Each page of the internal directive text must contain the signatures of the directors' board members participating in the decision.

- The internal directive should only include issues such as signature groups and authority framework, and the names of the persons assigned to the specified authorities should never be included.

- The Name-Surname and Turkish Republic Identity Numbers of the persons to be assigned to the limited authorities specified by the internal directive shall be determined by the General Assembly Decision or the decision of the Board of Directors with unlimited authority, by referring to the date and number of the internal directive.

Points to be noted:

1-) In the decision to bind the representation, the scope of authority listed in the internal directive should not be included in the decision to assign limited authorities by referring to the internal directive. Only the date number of the internal directive should be referred to, and the sentences specifying the limits of authority in the internal directive should not be rewritten in the decision to bind the representation.

2-) If the limited authority appointment will be made by the board of directors, the company's articles of association must include a provision that the Directors may appoint those who are bound to the company by a service contract as commercial agents or other merchant assistants with limited authority.

CHANGE IN REGISTERED LIMITED AUTHORITY DELEGATION INTERNAL DIRECTIVE

If any changes are made to the internal directive registered and announced in the company records or if additions are to be made to the existing internal directive, the existing registered internal directive must be cancelled and a new internal directive with a different date and number must be registered and announced.