I- APPOINTMENT OF MANAGERS IN LIMITED LIABILITY COMPANIES
As per Turkish Commercial Code numbered 6102 (“Commercial Code”) Article 623 limited liability companies are managed and represented by managers. Company’s management and representation shall be laid down by the articles of association. Management and representation of the company can be delegated to one or more shareholders with the title of “manager”, to all shareholders or to third parties. At least one shareholder must have the authority to manage and represent the company.
In accordance with Article 624 of Commercial Code Managers can be appointed as more than one person. In case there are more than one manager at the company, one of them, regardless of whether he/she is a shareholder or not, shall be appointed by the General Assembly as chairman of the board of managers.
Please be informed that the chairman manager, or should there be only one manager, shall be authorized to convene and conduct the General Assembly (Shareholder Meeting) and to make all declarations and announcements as well, unless the General Assembly decides otherwise or the articles of association stipulates differently.
If there is more than one manager, decisions will require a majority. In case of tie votes, the chairman shall have the deciding vote. The articles of association can set forth a different arrangement regarding adoption of resolution by managers.
As it mentioned in above there is no board of directors in limited liability companies, only managers board can be established. Board of directors is only regulated for joint stock companies (Anonim Şirket).
In accordance with the decision of the company the person who is requested to appoint as “board of director” can be appointed as a Manager. Managers can be appointed with limited liabilities if requested.
i- Appointment of Manager with limited powers
In order to appoint a Manager with limited power it must be mentioned in the Articles of Association (“AoA”) of the company.
We examined AoA of the company and detected that limited representation is not regulated in the AoA. Therefore in case the company will decide appointment of Manager with limited powers first of all AoA of the company shall be regulated and announced at the trade registry gazette that will allow appointment. In addition internal regulation of the company shall be accepted and announced at the trade registry gazette.
After announcement of the AoA regulation new Manager with limited liability can be announced at the trade registry gazette.
ii- Appointment of Manager with unlimited powers
If company will appoint someone who is not shareholder of the company, it is not obligatory to change the AoA and obtain internal regulation prior to appointment of manager.
iii- Appointment of Manager
In order appoint a Manager if he did not have a potential tax number in Turkey we shall obtain for obtaining potential tax number. We can obtain potential tax number via proxy.
The issuance of power of attorney and getting tax ID may take 1 week
As soon as we will receive the tax numbers we will prepare shareholders resolution and obtain signature of current shareholders.
The signing of resolution may take 2-3 days.
We will request new managers to provide duty acceptance petitions and notarized signature declarations, which the drafts will be prepared, by our law office in Turkish and English.
Drafting petition and signature declaration may take 1 week
After receipt of the documents necessary procedures will be performed by our law office and application to trade registry for the announcement of new duties.
The announcement may take 3-4 days
II- ISSUING NEW SIGNATURE CIRCULAR
As soon as appointment of the Manager will be announced, previous signature circular shall be cancelled and new signature circular shall be announced at the trade registry gazette.
In order to issue new signature circular shareholders resolution shall be obtained and announce at the trade registry gazette.
After announcement of the shareholders resolution, signature circular will be prepared by our law office and send for obtaining signatures and notarization, apostil certificate procedure.
Notarization of signature circular is the last step for appointing new Manager. In case signatories will be in different countries we obtain different signature circulars and unite them in Turkey.
The issuance of signature circular may take 1 week
In order to shorten the time and follow fast track procedures all signatories shall be present in Turkey.