Appointment and Liabilities of the “Shareholders’ Representative” Under Turkish Legal System

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APPOINTMENT AND LIABILITIES OF THE “SHAREHOLDERS’ REPRESENTATIVE” UNDER TURKISH LEGAL SYSTEM| Many foreign companies are participated in Turkish companies through joint ventures, new company establishments or mergers and acquistions. Since the said foreign companies are located in abroad, they appoint one representative to deal with transactions of the company which they own shares.

In order to appoint a person as a representative of a foreign company firstly, a Shareholders’ Resolution which grants the representative authority that must be taken by the shareholders of the foreign company located abroad. This shareholders resolution is subject to local Laws of the foreign company and must be notarized and apostilled.

Other documents that will be submitted to the trade registry along with this shareholders resolution are ,

* TAX ID; Representative of foreign company will not have any tax liabilities in Turkey. However, Turkish Tax Law requires a Tax ID number for every foreigner who has a signature authority of a company regardless any tax liabilities. * If the company has a lawyer in Turkey, the new Representative shall grant the lawyer(s) Power of Attorney for obtaining a Tax ID in Turkey * If the Representative has signatory powers; a signature declaration of the representative must be submitted to Turkish Trade Registry. * A copy of passport ( or ID) (it will be translated in to Turkish and notarized in Turkey)

The scope of representative capacity may be defined in the Shareholders’ Resolution pursuant to the limits set by local Commercial Code of the foreign company. The Representative acts on behalf of the shareholders and anything he signs within his authorization, binds the shareholders. Having said that, the Representative himself has duties which are defined under the Turkish Law of Obligations such as;

Duty of Loyalty

The Representative, in any case shall refrain...
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