Board of Directors of a Turkish Joint Stock Company: Who Can Sit on It, Term of Office, Appointment, Vacancies, Resignation and Removal (TTK 359-364)
Who can sit on the board of a Turkish joint stock company, and how is a member removed? Under Article 359(1) of the Turkish Commercial Code (TTK, Law No. 6102), an anonim şirket has a board of directors (yönetim kurulu) of one or more persons, appointed by the articles of association or elected by the general assembly. A legal entity may be elected; one natural person determined by it is then registered and announced with it, and only that person may attend meetings and vote for it (TTK 359(2)). Members are elected for at most three years and, unless the articles provide otherwise, may be re-elected (TTK 362(1)). The general assembly may remove members at any time, even those appointed by the articles, where a related item is on the agenda or, even without one, where there is just cause (TTK 364(1)). This guide is written for foreign investors and shareholders who appoint, replace or remove directors of a Turkish joint stock company, and for those negotiating board seats in a joint venture. It is based on the statutory text as read on 8 November 2026.
1. Who Can Sit on the Board of a Turkish Joint Stock Company? (TTK 359 and 370)
The direct answer. Under TTK 359(1), a joint stock company has a board of directors consisting of one or more persons, appointed by the articles of association or elected by the general assembly. Board members, and the natural person registered for a legal-entity member, must have full legal capacity (tam ehliyetli) (TTK 359(3)). The grounds that end a membership also bar election (TTK 359(4)).
A one-person board. The words bir veya daha fazla kişiden oluşan in TTK 359(1) allow a board of a single person. The representation rule follows the size: under TTK 370(1), unless the articles of association provide otherwise or the board consists of one person, representation authority belongs to the board, to be exercised by two signatures.
Do board members have to be shareholders? The text of TTK 359 in force states no requirement that board members hold shares. The last sentence of TTK 359(1) and the second and third sentences of TTK 359(3) were repealed by Law No. 6335 of 26 June 2012, and the text as read does not reproduce the repealed words. The Trade Registry Regulation (TRR, Ticaret Sicili Yönetmeliği) lists, among the documents filed for the incorporation of a joint stock company, the written statements of board members who are not shareholders accepting the office (TRR 69(1)(h)).
Nationality and residence. TTK 359 and TTK 370 state no nationality or residence condition for board members. At incorporation, the trade registry records each board member's name and surname or trade name, identity number, domicile or seat and nationality (TRR 70(1)(b)), which is a registration item, not a condition. Under TTK 370(2), the board may delegate representation authority to one or more managing directors (murahhas üye) or to third parties as managers; at least one board member must hold representation authority.
Public legal entities. In companies in which the State, provincial administrations, municipalities, villages or other public legal entities hold shares, those entities or their natural-person representatives may be elected to the board (TTK 359(5), added in 2013). Separately, TTK 334(1) allows the articles of a joint stock company whose business is a public service to give a public legal entity a right to have a representative on the board even if it holds no shares. TTK 362, 363 and 364 each reserve TTK 334.
2. Can a Company Be a Board Member, and Who Acts for It? (TTK 359(2)-(3) and 364(1))
The direct answer. Yes. Under TTK 359(2), if a legal entity is elected to the board, one natural person determined by the legal entity is registered and announced together with it, in the name of the legal entity. The fact that registration and announcement have been made is also disclosed on the company's website without delay (hemen). Under TTK 1524(6), the provisions on the website in the relevant articles of the Code and in TTK 1524 do not apply to capital companies that are not subject to audit; TTK 1524(1) places the website obligation on capital companies subject to audit under TTK 397(4). Only this registered person may attend meetings and vote for the legal entity.
What this means for a foreign parent. A foreign parent company can itself be the board member of its Turkish subsidiary. It acts on the board through one registered natural person; TTK 359(2) uses the words sadece bir gerçek kişi (only one natural person). That person must have full legal capacity (TTK 359(3)).
Changing the individual. Under the second sentence of TTK 364(1), a legal entity that is a board member may change the person registered in its name at any time (her an). Because the registered person is a registered fact, a change of that person is registered too: every change to a registered matter is registered (TTK 31(1)).
Documents at incorporation. Where a legal entity sits on the board, the incorporation filing includes the name of the natural person determined by the legal entity and a notarised copy of the resolution of its competent organ making that determination (TRR 69(1)(ı)). At incorporation, the registry records that person's name, nationality, domicile and identity number (TRR 70(1)(c)).
Practical point. The parent's internal resolution should name the individual clearly, and, where the subsidiary is subject to the website rules (TTK 1524), its board should keep the website disclosure of TTK 359(2) up to date when the individual changes. See also our guide on directors' duties and personal liability.
3. How Are Board Members Appointed? (TTK 359(1), 366, 408 and 418)
The direct answer. There are two routes under TTK 359(1): appointment by the articles of association, or election by the general assembly. The election of board members, their terms, their fees and rights such as attendance fees, bonuses and premiums, decisions on their release (ibra) and their removal are non-transferable powers of the general assembly (TTK 408(2)(b)).
The founding articles. The first board can be named in the articles of association signed at incorporation. In the incorporation filing, the board or the members authorised to represent it, as determined by the articles, apply for registration (TRR 22(2)(d)(1)).
Election by the general assembly. Unless the TTK or the articles of association require a heavier quorum, the general assembly meets with the presence of holders or representatives of shares covering at least one quarter of the capital, and this quorum must be maintained throughout the meeting; if it is not reached at the first meeting, no quorum is required for the second meeting (TTK 418(1)). Resolutions are passed by a majority of the votes present at the meeting (TTK 418(2)).
A sole shareholder. In a single-shareholder joint stock company, that shareholder has all the powers of the general assembly, and its resolutions as general assembly must be in writing to be valid (TTK 408(3)).
Chair and deputy chair. Under TTK 366(1), the board elects from among its members a chair and at least one deputy chair to act in the chair's absence. The articles may provide that the chair and the deputy chair, or one of them, are elected by the general assembly. The words her yıl (every year) were removed from the first sentence of TTK 366(1) by Law No. 7511 of 23 May 2024. Under TTK 366(2), the board may set up committees and commissions, which may include board members.
Representation is a separate step. Electing a member does not by itself define who signs for the company. The board files a notarised copy of its resolution showing the persons authorised to represent the company and their manner of representation, for registration and announcement (TTK 373(1)). Board resolutions are discussed in our note on board meetings and void board resolutions, and other signatories in our guide on prokura and ticari vekil.
4. How Long Do Board Members Serve, and Can They Be Re-elected? (TTK 362)
The direct answer. Under TTK 362(1), board members are elected to serve for a term of at most three years (en çok üç yıl). Unless the articles of association provide otherwise, the same person may be re-elected. TTK 362(2) reserves TTK 334 on representatives of public legal entities.
Setting the term. Three years is a ceiling, not a fixed term. The articles of association or the general assembly resolution can set a shorter term. Since the term is a non-transferable general assembly matter (TTK 408(2)(b)), it should be stated in the resolution that elects the members.
Re-election. TTK 362(1) states no limit on the number of re-elections. The articles of association may exclude or restrict re-election, because the permission to re-elect applies unless the articles provide otherwise (esas sözleşmede aksine hüküm yoksa).
Planning ahead. A foreign shareholder should keep a calendar of the board's term. The resolution electing the new board, and any change in representation authority that follows, are matters for registration (TTK 31(1); TTK 373(1)).
The term and early removal. The term does not protect a member against removal. TTK 364(1) allows the general assembly to remove board members at any time, subject to the agenda and just-cause rules discussed in section 8.
5. Can a Shareholder Group Be Guaranteed Board Seats? (TTK 360 and 478)
The direct answer. Yes, on condition that the articles of association provide for it. Under TTK 360(1), on condition that it is provided for in the articles of association, a right to be represented on the board may be given to certain share groups, to shareholders forming a certain group by their features and qualities, and to the minority.
Two techniques. TTK 360(1) allows the articles to provide either that board members are to be elected from among the shareholders forming a certain group, certain share groups and the minority, or that a right to nominate candidates for board membership is given. In either case, the candidate proposed to the general assembly, or the candidate belonging to the group or minority holding the right, must be elected unless there is just cause (haklı bir sebep bulunmadığı takdirde üye seçilmesi zorunludur).
Limit for public companies. In publicly held joint stock companies, a representation right granted in this way cannot exceed half the number of board members. Rules on independent board members are reserved (TTK 360(1)).
These shares are privileged. Under TTK 360(2), shares granted a right to be represented on the board under this article count as privileged. Privileges may be created by the first articles of association or by amending the articles (TTK 478(1)), and TTK 478(3) reserves TTK 360. In joint stock companies more than half of whose capital belongs, alone or together, to the bodies listed in TTK 478(4), such as the State, provincial special administrations, municipalities and other public legal entities, unions, associations, foundations, cooperatives and their upper organisations, and in the affiliates (iştirak) in which those companies hold capital in the same proportion, no privilege under the Code may be created for other shares, for shareholders forming a certain group, for certain share groups or for the minority, apart from privileges that may be created on shares held by those bodies; this does not apply to companies whose shares are traded on the stock exchange or to the credit and financial institutions defined in Article 3 of Law No. 5411. See our guide on privileged shares.
Shareholders' agreements. TTK 360(1) makes the articles of association the vehicle for this right. A joint venture partner who has agreed board seats in a shareholders' agreement should therefore check whether the articles reflect them. See our guide on shareholders' agreements for joint ventures.
6. What Happens When a Board Seat Falls Vacant? (TTK 363)
The direct answer. Under TTK 363(1), subject to TTK 334, if a seat falls vacant for any reason (herhangi bir sebeple), the board temporarily elects a person meeting the legal conditions to the board and submits the choice to the first general assembly for approval. The member so elected serves until the general assembly meeting to which the choice is submitted and, if approved, completes the predecessor's term.
Who chooses. The temporary choice belongs to the board itself, not to the shareholders. The board's decision follows the board's own meeting and quorum rules; see our note on board meetings and void board resolutions.
Whose term. An approved member completes the term of the predecessor (selefinin süresini tamamlar). TTK 363(1) does not start a new term for the approved member.
Automatic termination. Under TTK 363(2), if a board member is declared bankrupt, has their capacity restricted, or loses the legal conditions required for membership or the qualities required by the articles of association, the membership ends automatically, without any further act (herhangi bir işleme gerek olmaksızın kendiliğinden sona erer). The seat is then vacant, and TTK 363(1) applies.
Qualities set by the articles. TTK 363(2) refers to the qualities provided for in the articles of association. A foreign shareholder who wants board members to meet a particular profile can write those qualities into the articles, bearing in mind that losing them ends the membership automatically.
If the board cannot act. TTK 363(1) does not address a board that cannot take the temporary decision. Election of board members remains a non-transferable power of the general assembly (TTK 408(2)(b)), and the minority may ask the board to call a general assembly (TTK 411(1)).
7. How Else Can a Board Seat End, Including Resignation? (TTK 31, 362-364)
The direct answer. A seat can end through expiry of the term (TTK 362(1)), automatic termination (TTK 363(2)) or removal by the general assembly (TTK 364(1)); a legal-entity member can also change its registered individual (TTK 364(1)). TTK 359-364 do not regulate resignation separately, and the TTK text searched for this guide contains no resignation provision for board members.
Resignation. Where a member's resignation leaves a seat vacant, the vacancy rule applies to a vacancy arising for any reason (TTK 363(1)). The resignation changes a registered matter, and every change to a registered matter is registered (TTK 31(1)). The statutory text read for this guide does not state when a resignation takes effect or in what form it is given; the resignation letter, its addressee and any board resolution noting it are worth keeping together.
Comparison. The table sets the routes side by side.
| Route | Who acts | What the law says | What follows |
|---|---|---|---|
| Expiry of the term | General assembly elects the next board | Elected for at most three years; re-election allowed unless the articles provide otherwise (TTK 362(1)) | New election; registration of changes (TTK 31(1)) |
| Removal | General assembly | At any time, with a related agenda item or, without one, for just cause (TTK 364(1)) | Compensation right of the removed member reserved (TTK 364(2)) |
| Automatic termination | No act needed | Bankruptcy, restricted capacity, loss of legal conditions or of qualities in the articles (TTK 363(2)) | Vacancy filled under TTK 363(1) |
| Vacancy for any other reason, including resignation | Board, then the first general assembly | Temporary election of a person meeting the legal conditions (TTK 363(1)) | If approved, completes the predecessor's term |
| Change of a legal entity's individual | The legal-entity member | May change the registered person at any time (TTK 364(1)) | Registration and announcement, website disclosure where the website rules apply (TTK 359(2); TTK 1524(6); TTK 31(1)) |
Liability after leaving. Leaving the board does not answer questions about acts done while in office. See our guides on directors' duties and personal liability and board member liability and differentiated solidarity.
8. How Can the General Assembly Remove a Board Member? (TTK 364, 411 and 413)
The direct answer. Under TTK 364(1), board members may be removed at any time by general assembly resolution, even if they were appointed by the articles of association, where there is a related item on the agenda or, even without such an item, where there is just cause. Removal of board members is a non-transferable power of the general assembly (TTK 408(2)(b)).
The agenda rule. Under TTK 413(1), the agenda is set by whoever calls the general assembly. Matters not on the agenda cannot be discussed or resolved at the general assembly, legal exceptions being reserved (TTK 413(2)). TTK 364(1) itself allows removal for just cause even where no agenda item exists.
The year-end financial statements item. Under TTK 413(3), the removal of board members and the election of new ones are deemed related to the agenda item on the discussion of the year-end financial statements (yılsonu finansal tablolarının müzakeresi maddesiyle ilgili sayılır). TTK 413(3) covers both the removal and the election of new members. Where the agenda contains that item, the removal of board members therefore counts as related to an item on the agenda for TTK 364(1), and the election of new members counts as related to the same item.
Just cause. TTK 364(1) does not define just cause (haklı sebep) or give examples. A shareholder who relies on just cause should therefore record the reason in the minutes.
Putting removal on the agenda. Under TTK 411(1), shareholders holding at least one tenth of the capital, or one twentieth in publicly held companies, may ask the board in writing, stating the reasons and the agenda, to call the general assembly or, where a meeting is already to be held, to put on the agenda the matters they want resolved. The articles may give the right to call to holders of fewer shares. The request is made through a notary (TTK 411(3)), and a request to add an item must reach the board before the fee for publishing the call in the Turkish Trade Registry Gazette is paid (TTK 411(2)).
Compensation and public representatives. TTK 364(2) reserves TTK 334 and the removed member's right to compensation (tazminat hakkı). TTK 364 does not set out the conditions of that right, so the director's service or other contract should be checked. In companies covered by TTK 334(1), representatives on the board of public legal entities that hold shares can be removed only by those entities (TTK 334(2)).
Challenging the resolution. A removal resolution is a general assembly resolution and can be examined under the rules on annulment and nullity. See our guide on annulment and nullity of general assembly resolutions.
9. What Must Be Registered and Announced, and When Does It Count Against Third Parties? (TTK 31, 36, 359(2), 373; TRR 22, 33, 70)
The direct answer. At incorporation, board members are registered in the trade registry with their name and surname or trade name, identity number, domicile or seat and nationality (TRR 70(1)(b)), and every change to a registered matter is registered (TTK 31(1)). Registry records take legal effect against third parties from the business day following the day the registration is announced in the Turkish Trade Registry Gazette, or, where the announcement is not published in full in one issue, the day its last part is published (TTK 36(1)). Special provisions under which a matter takes effect against third parties immediately upon registration, or periods start running immediately, are reserved (TTK 36(2)).
Who applies. Where general assembly resolutions contain facts subject to registration, the board or the member or members authorised to represent the company apply (TRR 22(2)(d)(4)). Separately, the board files a notarised copy of its resolution showing the persons authorised to represent the company and their manner of representation (TTK 373(1)).
The period. Except where the TTK or the TRR provides otherwise, the period for requesting registration is fifteen days, and one month for those residing outside the registry directorate's area (TRR 33(1)). It runs from the date the act or fact requiring registration occurred, or from the other starting points listed in TRR 33(2).
Legal-entity members. The natural person determined by a legal-entity member is registered and announced with it, and the company's website discloses without delay that registration and announcement have been made (TTK 359(2)); under TTK 1524(6), the Code's website rules do not apply to capital companies not subject to audit.
Effect of registration. Third parties cannot claim that they did not know registry records that have begun to take effect against them (TTK 36(3)). A matter that must be registered but was not, or that was registered but not announced although announcement is mandatory, can be raised against third parties only if it is proved that they knew or should have known it (TTK 36(4)).
Defects in an election. Under TTK 373(2), after representation authority is registered, a legal defect in the election or appointment of the persons concerned can be raised by the company against third parties only if it is proved that those third parties knew of the defect. Under TTK 373(3), public institutions take the registered records on authorised signatories and their manner of representation as the basis, and may ask the company for no document other than the trade registry documents and the Gazette announcement.
10. What Should a Foreign Shareholder Put in Place? (TTK 359-364, 408 and 413)
The direct answer. Decide the board's structure in the articles of association, record each appointment and change in the trade registry, and plan general assembly agendas with TTK 364 and TTK 413 in mind.
A checklist.
- Size and qualities. Decide the number of members and any qualities required of them in the articles; losing a required quality ends a membership automatically (TTK 363(2)).
- Legal-entity membership. If the parent sits on the board itself, name one natural person by a resolution of its competent organ and keep the registration current and, if the company is subject to the website rules, the website disclosure (TTK 359(2); TTK 1524(6); TRR 69(1)(ı)).
- Representation. Make sure at least one board member holds representation authority (TTK 370(2)) and that the board's representation resolution is filed (TTK 373(1)).
- Term. State the term in the election resolution, within the three-year ceiling, and diarise its end (TTK 362(1)).
- Group seats. If a partner is to have guaranteed seats or nomination rights, put them in the articles; those shares count as privileged (TTK 360).
- Vacancies. Expect the board's temporary choice to go to the first general assembly for approval (TTK 363(1)).
- Removal. Place removal and election on the agenda or rely on the year-end financial statements item (TTK 413(3)); without either, removal needs just cause (TTK 364(1)).
- Contracts. Align any service or other contract with the reserved compensation right (TTK 364(2)).
- Registration. File changes within the period of TRR 33 and check the Gazette announcement date, which governs effect against third parties (TTK 36(1)), special provisions being reserved (TTK 36(2)).
Related guides. For what board members must do once appointed, see directors' duties and personal liability; for liability, see board member liability and differentiated solidarity.
Frequently asked questions
Can a Turkish joint stock company have a board of one person?
Yes. TTK 359(1) provides for a board consisting of one or more persons. Under TTK 370(1), unless the articles of association provide otherwise or the board consists of one person, representation authority belongs to the board, to be exercised by two signatures.
Does a board member have to be a shareholder or a Turkish resident?
TTK 359 as in force states no shareholding requirement, and TRR 69(1)(h) refers to written acceptance statements of board members who are not shareholders. TTK 359 and 370 state no nationality or residence condition; at incorporation, the registry records each member's nationality and domicile (TRR 70(1)(b)).
Can our foreign parent company be the board member?
Yes. Under TTK 359(2), a legal entity may be elected; one natural person determined by it is registered and announced with it, and only that person may attend meetings and vote for it. The legal entity may change that person at any time (TTK 364(1)).
How long is a board member's term?
At most three years. Unless the articles of association provide otherwise, the same person may be re-elected (TTK 362(1)).
Can a board member be removed at a meeting where removal is not on the agenda?
TTK 364(1) allows removal where a related item is on the agenda or, even without such an item, where there is just cause. TTK 413(3) deems removal and the election of new members related to the agenda item on the year-end financial statements.
Who fills a seat when a director resigns?
The board temporarily elects a person meeting the legal conditions and submits the choice to the first general assembly for approval. The person serves until that meeting and, if approved, completes the predecessor's term (TTK 363(1)). TTK 334 is reserved.
