When a foreign-owned company in Turkey sends me a contract to review, the first thing I check is not the clause but the signature block on both sides, and the second is the trade registry. The Turkish Commercial Code answers the authority question with more precision than most systems, and the answers surprise groups used to their home rules. A joint stock company is represented by its board with two signatures unless the articles say otherwise; representation can be delegated to managing directors or managers, but at least one board member must keep it; acts outside the registered business bind the company unless the third party knew; internal limits do not bind good-faith third parties, with two exceptions that must be registered; since 2021 the registry itself holds the signatures of authorised signatories and public bodies may ask for nothing beyond the registry records; and a power of attorney needs special wording for litigation, settlement, bills of exchange, suretyship and real estate. A secure electronic signature equals a handwritten one except where the law requires an official form. This page sets out those rules from the statutes and turns them into a checklist for either side of the table.
Sources, checked 11 September 2026. Turkish Commercial Code No. 6102, Articles 18, 40, 365, 367, 370 to 375, 553 and 623 to 630; Turkish Code of Obligations No. 6098, Articles 14, 15, 40 to 48 and 504; Electronic Signature Law No. 5070, Article 5; Notaries Law No. 1512, Articles 60, 89 and 90.
Who represents a joint stock company
Article 365 of the Commercial Code provides that a joint stock company is managed and represented by its board of directors. Article 370(1) sets the default: unless the articles of association provide otherwise or the board consists of a single member, the power of representation belongs to the board and is exercised by double signature. Article 370(2) lets the board delegate representation to one or more managing directors from among its members or to third parties as managers, on condition that at least one board member retains the power of representation. Article 367 lets the board, where the articles allow, delegate management under an internal directive that defines the functions, reporting lines and duties, and Article 375 lists the powers the board can never delegate: top-level management, the management organisation, accounting and financial planning, the appointment and removal of managers other than branch managers, supervision of management, the corporate books and reports, the general meeting, and the notification of over-indebtedness to the court. Article 553 makes directors and managers liable to the company, the shareholders and creditors for loss caused by culpable breach of their duties, and relieves a delegating organ of liability for the delegate's acts where it chose the delegate with reasonable care.
Who represents a limited liability company
Article 623 provides that the management and representation of a limited liability company are regulated by the articles, which may confer them on one or more shareholders as managers, on all shareholders or on third parties, provided at least one shareholder has the right to manage and the power to represent; a legal-person manager designates a natural person to act for it. Where there are several managers, Article 624 requires a chairman appointed by the general meeting and majority decisions with the chairman's casting vote unless the articles provide otherwise, and Article 625 lists the managers' non-delegable powers in the same way as Article 375. Article 629(1) applies the joint stock company rules on the scope and limitation of representation, the designation of signatories, the form of signature and their registration and publication to limited liability companies by analogy, and Article 630 lets the general meeting remove managers or limit their powers, with any shareholder able to ask the court to do so for just cause. Article 629(2) requires contracts between a single-shareholder company and its shareholder to be in writing, except for routine transactions on market terms, a rule that also applies to single-shareholder joint stock companies under Article 371(6).
Scope, limits and third parties
Article 371 decides whether a signature binds. Those authorised to represent may perform all acts and transactions within the company's purpose and business scope and use its trade name, subject to the company's right of recourse for acts contrary to the law or the articles. Acts outside the business scope also bind the company unless it is proven that the third party knew, or in the circumstances could have known, that the act was outside it, and publication of the articles is not by itself sufficient proof. A limitation of the power of representation is not effective against third parties in good faith, with two exceptions that are effective once registered and published: a limitation confining representation to the affairs of the head office or a branch, and a requirement of joint signature. An act contrary to the articles or to a general meeting resolution does not prevent a third party in good faith from holding the company to it. The company is liable for torts committed by its representatives and managers in the course of their duties. And under Article 371(7), added in 2014, the board may appoint non-representative board members or employees as commercial agents or other merchant assistants with limited authority, provided their duties and powers are clearly set out in the internal directive under Article 367, which must then be registered and published, and the appointees themselves are registered and published; Article 629(3) extends the same route to limited liability companies. That paragraph is the only lawful way to give a Turkish employee a registered, limited signature authority that binds third parties on its own terms.
| Question | Turkish rule | Article |
|---|---|---|
| Who signs for a joint stock company by default? | The board, by double signature, unless the articles provide otherwise or the board has one member | Commercial Code 370(1) |
| Can representation be delegated? | To managing directors or managers, provided at least one board member keeps it | 370(2) |
| Who signs for a limited liability company? | The managers designated by the articles; at least one shareholder must have the power | 623(1) |
| Acts outside the business scope | Bind the company unless the third party knew or could have known | 371(2) |
| Internal value limits | Not effective against third parties in good faith | 371(3) |
| Head office or branch limitation, joint signature | Effective against third parties once registered and published | 371(3) |
| Employee with limited signature authority | Only through a registered internal directive and registration of the person | 371(7), 629(3) |
| Proof of signatures | Held in the registry file from public databases or by signature declaration to the registry | 40(2) |
| What public bodies may demand | Registry records and Gazette announcements only | 373(3) |
| Power of attorney for litigation, settlement, arbitration, bills, suretyship, real estate | Special authority required | Code of Obligations 504(3) |
| Power of attorney for land registry transactions | Notarial deed form | Notaries Law 89 |
| Electronic signature | Secure electronic signature equals handwritten, except official-form transactions and bank letters of security | E-Signature Law 5 |
Registration and proof of signatures
Article 373 requires the board to file a notarised copy of its resolution naming the persons authorised to represent and their manner of representation for registration and publication, and provides that once the power of representation is registered, a defect in the election or appointment of those persons may be raised against third parties only if the company proves they knew of it. The 2021 amendment by Law No. 7263 changed how signatures are proven. Under Article 40(2) the signatures of the persons authorised to sign for a merchant are obtained electronically from the signature data held in public databases and recorded in the registry file in the central database; where no such record exists, the signatory files a signature declaration with the trade registry directorate under a Ministry of Trade communiqué. Under Article 373(3), added by the same law, public institutions rely on the trade registry records for the identity of representatives and their manner of representation and may not request any document other than those issued by the registry directorates and the announcement in the Trade Registry Gazette. The notarised signature circular that Turkish practice long demanded therefore has no statutory place in dealings with public bodies, and between private parties the documents that decide the question are the current registry extract and the Gazette announcement of the representation resolution; a counterparty that still asks for a circular is asking for comfort, not for what the law makes decisive. Article 372 adds that signatories sign under the company's trade name and that company documents state the head office, the registry and the registration number.
Powers of attorney and the limits of a mandate
Where the signatory is not a registered representative, the Code of Obligations governs. Under Article 40 an act done by an authorised representative in another's name binds the principal directly, and even an undisclosed agency binds the principal where the other party could infer it or was indifferent to the identity of its counterparty. Under Article 41 the scope of an authority granted by legal act is determined by that act and, where the authority was notified to third parties, by the notification. Under Article 42 the principal may limit or revoke the authority at any time and cannot waive that right, but a revocation not notified to third parties to whom the authority was communicated cannot be raised against them in good faith. Under Article 43 the authority ends on death, absence, incapacity or bankruptcy of either party and on the dissolution of a legal person, and under Articles 44 and 45 the principal remains bound by acts done before the representative learned of the termination unless the third party knew. Articles 46 and 47 govern the unauthorised representative: the act binds the principal only on ratification, the other party may set a reasonable period for ratification and is released if none comes, and the unauthorised representative answers for the loss caused by the invalidity unless it proves the other party knew or should have known of the lack of authority. Article 48 reserves the company law rules on organs and commercial agents. Article 504(3) then lists the acts a mandatary may not perform without special authority: bringing an action, settling, arbitrating, applying for bankruptcy, postponement of bankruptcy or concordat, assuming bill of exchange obligations, making gifts, standing surety, and transferring or encumbering real estate. A general power of attorney that does not name those acts does not carry them.
Form, notaries and foreign powers
Under Article 89 of the Notaries Law, contracts and powers of attorney that by their nature require a transaction at the land registry, together with wills, sales with retention of title, promises to sell real estate, foundation deeds and the other instruments listed, are drawn up by the notary as a notarial deed; other signatures are certified under Article 90 by an endorsement that the signature belongs to the signatory. Article 60 also lets notaries conclude promises to sell and sales of real estate and annotate them at the land registry. A power of attorney signed abroad is used in Turkey with an apostille under the 1961 Hague Convention, to which Turkey is a party, or with consular legalisation, and with a certified Turkish translation; where the transaction requires a notarial deed in Turkey, the foreign instrument should be drawn up in the equivalent form before a notary or a Turkish consulate, since a mere certification of signature will not be accepted at the land registry.
Electronic signatures and registered e-mail
Article 5 of the Electronic Signature Law provides that a secure electronic signature produces the same legal effect as a handwritten one, and that transactions which the law subjects to an official form or a special ceremony, bank letters of security, and security contracts other than surety bonds issued by insurers established in Turkey cannot be concluded with a secure electronic signature. Articles 14 and 15 of the Code of Obligations treat texts sent and stored with a secure electronic signature as satisfying the written form and give the signature the effects of a handwritten one. A supply, service or distribution contract can therefore be signed with Turkish secure electronic signatures, while a share transfer of a limited liability company, a real estate transaction or a bank letter of security cannot. Between merchants, notices of default, termination and rescission travel by notary, registered letter, telegram or registered electronic mail with secure electronic signature under Article 18(3) of the Commercial Code, which is why every Turkish company's registered electronic mail address should be on file with its counterparties.
The checklist before countersigning
For the counterparty of a Turkish company: obtain the current registry extract and the Gazette announcement of the representation resolution, read whether representation is joint and whether it is confined to a branch, since those are the only limits that bind you once registered; do not rely on internal value ceilings either way, since Article 371(3) makes them ineffective against you in good faith; for a signatory who is not a registered representative, obtain the power of attorney or the registered internal directive under Article 371(7) and check it against Article 504(3); for a foreign signatory, check the apostille, the translation and, for real estate, the notarial form; and accept Turkish secure electronic signatures for contracts that need no official form. For the Turkish company itself: register joint signature if two signatures are wanted, since an unregistered board rule binds nobody; give employees signature authority only through a registered internal directive; revoke powers of attorney by written notice to the counterparties who hold them; and remember that under Article 371(2) the company will be held to acts outside its business scope unless it can prove the counterparty knew.
When a signature is challenged
Where a contract was signed without authority, the counterparty demands ratification with a period under Article 46(2) of the Code of Obligations and, failing ratification, claims its loss from the signatory under Article 47. Where the company pleads an internal limit, the answer is Article 371(3); where it pleads that the act was outside its business, the company bears the proof under Article 371(2). Where a director bound the company against an internal rule, the company's remedy is against the director under Article 553. The surrounding contract rules are set out on the standard terms page, the structures a foreign group signs through on the liaison office, branch and subsidiary page and the company formation page, and the legal function these pages belong to on the outsourced legal counsel page.
Whose side we are on, and how we are paid
The counterparty's general manager signed alone and produced a circular that was out of date. Your own country manager signed a distribution agreement without a power and without a registered directive. The notary abroad certified a signature on a general power that does not carry the transaction. None of them is paid to tell you, before the signature, that the registry decides whether one signature binds, that the value limit you were shown does not protect the company, or that the electronic signature your group uses everywhere is not a secure electronic signature under Turkish law.
We take no commission or referral fee from counterparties, notaries, agents or registries, in any form, on any file. The fee you pay us is our only income from your matter, and it does not depend on whether a contract is signed. Because our position does not move with the outcome, telling a buyer that the signature it holds binds nobody, or a company that its internal approval rule is worthless against third parties, costs us nothing to say.
One boundary, stated plainly. We are lawyers, not licensed investment advisers and not a registry. We do not decide who in your company should have authority. What we protect is the Turkish legal position: a signatory whose authority is read from the registry, a registered directive or a power that carries the transaction, a form that the law accepts, and a record that survives the day the counterparty says it was never bound.
Before the next contract is signed
Send us the draft, the counterparty's registry extract and Gazette announcement, the powers of attorney and internal directives on both sides and, for a foreign signatory, the notarised and apostilled documents. We will tell you who can sign under Turkish law, what is missing, and what form the signature needs. Our corporate work is described on the corporate law page.
What this page does not settle
Commercial representatives and commercial agents under Articles 547 to 554 of the Code of Obligations, branches of foreign companies and their fully authorised representatives under Article 40(4), the detail of the Ministry communiqué on signature declarations, banking and tax signature rules, the notarial and land registry procedures for specific transactions, and the conduct of litigation are separate subjects.
