NEWSLETTER-2020-metin

56 NEWSLETTER 2020 Legal Liability of Limited Company Managers* Att. Tuna Çolgar Through Turkish Commercial Code No. 6102 (“TCC”), with regard to limited companies, unless otherwise stated in the articles of association, the principle of “foundation organ” (“ özden organ ”), stat- ing that all shareholders are fully competent for the administration and representation of the company, is fully abandoned, and the company’s management and representation will be regulated by the articles of as- sociation 1 . Pursuant to Article 623/1 and Article 616/1-(b) of the TCC, the management and representation authority of the company may be granted to one or more shareholders through the articles of association or the general assembly of shareholders, as well as to the third parties. However, the management and representation of the company cannot be delegated entirely to third parties. At least one shareholder must have the management and representation right of the company. Company managers are entitled to take and execute all of the de- cisions in all matters related to management, apart from those subjects left to the general assembly by law or the articles of incorporation/ articles of association. With the TCC, the application of the management understanding that is specific to the board of directors in joint stock companies is en- visaged by indicating that if the managers are more than one, they will form a board. According to Article 624 of the TCC, if the company has more than one manager, one of them is appointed as the chairman of the management board. The manager, who is the chairman, is autho- rized to call the general assembly for a meeting and to conduct general assembly meetings. Having said that, if the general assembly does not take a decision to the contrary, or a different provision is not stipulated * Article of January, 2020 1 Kendigelen, Abuzer : Yeni Türk Ticaret Kanunu Değişiklikler, Yenilikler ve İlk Tespitler, XII Levha Yay., 2011 p. 472.