Delegation of Management Authority of the Board of Directors in Joint-Stock Companies in Turkey

Abstract

Under Turkish corporate law, the board of directors is the authorized corporate body for the management of a joint-stock company. Nevertheless, delegation of such management authority may be a significant need for the board of directors at some point due to a number of reasons. Considering the foregoing practical need, the Turkish Commercial Code No. 6102, which is currently in force, allows delegation of the management authority to certain board member(s) and/or third person(s) under the certain conditions. In this regard, this paper delves into legal bases of the management and delegation concepts starting with structure of the board of directors besides opposing opinions under the Turkish corporate law doctrine and controversial issues in practice. The paper also aims to provide the professionals with the information as to implementation of the delegation concept.

Keywords: Turkish commercial code, Turkish corporate law, joint-stock company, board of directors, management authority, delegation

JEL Classification: G30, K19