NEWSLETTER-2020-metin

57 COMMERCIAL LAW in the articles of association, the manager, who is also the chairman, makes all statements and announcements. If there is more than one manager, decisions are taken by major- ity. For the sake of equality of votes, the chairman’s vote prevails. In the new regulation, it is accepted that legal entities may also be appointed as managers. Within the framework of this new regulation, an association, a joint stock company, a limited or ordinary partner- ship may be elected as manager. In this case, the legal entity holds the title of manager. Pursuant to Article 623/2 of the TCC, “ If one of the managers of the company is a legal entity, this entity assigns a natural person to perform this duty in the name of the legal entity. ” Hence, although the legal entity holds the title of manager, the duty of the manager is performed by a real person representative appointed by the legal entity; thereby, the appointed real person may act as a representa- tive only pursuant to the instructions of the legal entity 2 . There is no necessity for limited company managers to be Turkish citizens or to have their residence in Turkey. In this regard, it is pos- sible to appoint a foreign company with a legal entity as the limited company manager. Responsibility of Managers In limited companies, the provisions regarding liabilities of man- agers are regulated with reference to the provisions with regard to joint stock companies. Therefore, certain provisions governing the liability regime in joint stock companies should be evaluated. By reference to Article 644/1-(a) of the TCC, Article 549 concerning limited company managers’ responsibilities, illegitimacy of the documents and declara- tions, Article 550 on the misrepresentation of the capital and known lack of payment, Article 551 on corruption of the appraisal, and Ar- ticle 553 regulating the responsibility of the founders, members of the boards of directors, managers, and liquidators, apply. 2 Tekinalp, Ünal : Sermaye Ortaklıklarının Yeni Hukuku, 4th ed., Istanbul, 2015, p. 594.