Prokura (Ticari Temsilci) and Ticari Vekil in a Turkish Company: Who Can Sign, and How Authority Is Granted, Registered, Limited and Ended (TBK 547-554)

What is a prokura in Turkey, and what can its holder sign? The statutory term is ticari temsilci (commercial representative). Under Article 547 of the Turkish Code of ObligationsTBKTurkish Code of Obligations No. 6098The statute behind almost every private agreement in Türkiye — contracts, liability for harm, lease, employment, agency and unjust enrichment.Glossary → (TBK, Law No. 6098), this is the person whom the owner of a business authorises, expressly or impliedly, to manage the commercial business and to represent the owner under the trade name in transactions relating to the business. Under TBK 548(1), the person is deemed authorised, towards third parties in good faith, to enter into exchange-instrument undertakings (kambiyo taahhüdü) in the owner's name and to carry out every kind of transaction falling within the purpose of the business. Unless expressly authorised, the person may not transfer immovable property or restrict it with a right (TBK 548(2)). A ticari vekil is measured differently: all customary transactions of the business, with borrowing, exchange instruments and lawsuits needing express authority (TBK 551(2)). This guide is written for foreign shareholders appointing a local general manager or signatory, and for counterparties relying on a signature. It is based on the statutory text as read on 5 November 2026.

1. What Is a Prokura (Ticari Temsilci) in Turkey, and What Can It Sign? (TBK 547-548)

The direct answer. Under TBK 547(1), the ticari temsilci is the person authorised, expressly or impliedly, to manage the commercial business and to represent its owner, under the trade name, in transactions relating to the business. Authority of this kind is what foreign readers call a prokura.

The name. The word prokura is not used in the text of the TBK or the Turkish Commercial CodeTTKTurkish Commercial Code No. 6102The statute that governs merchants, companies, commercial paper, insurance and carriage — the framework a foreign business actually operates inside.Glossary → (TCC, Law No. 6102) as searched for this guide. The TBK says ticari temsilci; TCC 40(4), 368 and 631 say ticari mümessil.

What the person can sign. Under TBK 548(1), the ticari temsilci is deemed authorised, towards third parties in good faith, to do two things in the owner's name:

• enter into exchange-instrument undertakings (kambiyo taahhüdü); and
• carry out every kind of transaction falling within the purpose of the business (işletmenin amacına giren her türlü işlemler).

TBK 548(1) states no list of excluded transaction types. The carve-out is in TBK 548(2): unless expressly authorised, the ticari temsilci may not transfer immovable property or restrict it with a right.

How authority arises. TBK 547(1) accepts express or implied authorisation (açıkça ya da örtülü olarak), and TBK 547(2) provides that the owner's responsibility for the acts of the ticari temsilci does not depend on registration. A foreign parent should therefore not treat the absence of a filing as proof that nobody holds this authority.

The company as owner. Commercial companies have legal personality (TCC 125(1)) and are deemed merchants (TCC 16(1)). In a company, the TCC provisions in sections 5 and 6 say which organ makes the appointment.

2. How Does a Ticari Vekil Differ From a Prokura, and Who Else Can Act? (TBK 551-552, 448-452 and TCC 102-107)

The direct answer. Under TBK 551(1), a ticari vekil is the person whom the owner of a commercial business, without giving ticari temsilci authority, authorises to manage the business or to carry out some of its work. Under TBK 551(2), this authority covers all customary transactions of the business (işletmenin alışılmış bütün işlemleri). Unless expressly authorised, however, the ticari vekil may not:

• borrow money or the like (ödünç olarak para veya benzerlerini alamaz);
• enter into exchange-instrument undertakings;
• file a lawsuit; or
• pursue a lawsuit already filed.

Two different measures. The ticari temsilci is measured by the purpose of the business, the ticari vekil by its customary transactions. TBK 551 contains no registration duty like TBK 547(2), but TCC 371(7) adds one for a ticari vekil appointed under it (section 5).

Staff of wholesale and retail businesses. Under TBK 552(1), persons employed in businesses engaged in wholesale, semi-wholesale or retail sales are authorised, unless a contrary written notice is displayed inside the business where customers can easily see and read it, to carry out its customary sales, sign invoices for those transactions, and give and receive notices on the performance or non-performance of debts arising from customary transactions.

Sales representatives and agents. A pazarlamacı (commercial traveller) acts continuously for the employer outside the business (TBK 448). Unless otherwise agreed in writing, the pazarlamacı is authorised only to intermediate (TBK 452(1)). An acente (commercial agent) acts under a contract, without a legal position tied to the business such as that of a ticari mümessil, ticari vekil, sales officer or employee (TCC 102(1)), and needs special written authority to make contracts in the principal's name (TCC 107(1)).

The roles compared. Each cell below is a summary, and the cited article governs.

3. How Can a Representative's Authority Be Limited, and Which Limits Bind Third Parties? (TBK 548-549)

The direct answer. TBK 549 recognises two limits on the authority of a ticari temsilci that can be relied on against third parties in good faith once registered: confinement to the business of a branch and joint signature. Under TBK 549(4), any other limit on representation authority cannot be asserted against third parties in good faith, even if it has been registered.

Branch limit. Under TBK 549(1), representation authority may be limited to the business of a branch.

Joint signature. Under TBK 549(2), authority may be limited by requiring several persons to sign together. In that case, the signature of one representative without the participation of the others does not bind the owner of the business.

Registration decides. Under TBK 549(3), these two limits have no effect against third parties in good faith unless they are registered in the trade registry.

Everything else. A limit that is neither a branch limit nor a joint-signature limit falls under TBK 549(4). TBK 549(4) gives no examples; on our reading of its words, an internal monetary ceiling or a requirement of prior approval from the foreign parent would be such an other limit. TBK 549(4) does not address the relationship between the company and the representative, and the contract between them can deal with the consequences of an internal limit being ignored.

What good faith means. Under Article 3 of the Turkish Civil Code (TMK, Law No. 4721), where the law attaches a legal consequence to good faith, good faith is presumed, but a person who has not shown the care expected in the circumstances cannot claim it. A counterparty who knows of a limit should therefore not expect the protection of TBK 549(4).

The parallel rule for persons authorised to represent the company. Under TCC 371(3), a limit on representation authority has no effect against third parties in good faith; registered and announced limits confining authority to the head office or a branch, or requiring joint exercise, are valid. Under TCC 371(4), a breach of the articles or of a general assembly resolution does not prevent third parties in good faith from having recourse to the company. TCC 629(1) applies these provisions by analogy to managers of limited companies.

4. Who Binds a Turkish Company in the First Place? (TCC 370-371, 623 and 629)

The direct answer. In a joint stock company (anonim şirket), TCC 370(1) provides that, 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. In a limited company (limited şirket), TCC 623(1) provides that management and representation are regulated by the articles of association. A ticari temsilci or ticari vekil comes in addition to these organs.

Delegation in a joint stock company. Under TCC 370(2), the board may delegate representation authority to one or more managing directors (murahhas üye) or to third parties as managers (müdür). At least one board member must hold representation authority.

Limited companies. Under TCC 623(1), management and representation may be given to one or more shareholders holding the title of manager, to all shareholders or to third parties. At least one shareholder must have the right to manage and the authority to represent. Appointment and removal of managers are non-transferable powers of the general assembly (TCC 616(1)(b)); see our note on removal of managers in a limited company.

The title of general manager. The term genel müdür (general manager) did not appear as a company role when the TCC text was searched for this guide. The question for a foreign shareholder is therefore which statutory role the person holds, and what the trade registry shows.

Scope of company-level authority. Under TCC 371(1), persons authorised to represent the company may carry out, in the company's name, every kind of business and legal transaction within the company's purpose and operating subject. The company's right of recourse for transactions contrary to the law or the articles of association is reserved. Under TCC 371(2), their transactions outside the operating subject also bind the company, unless it is proved that the third party knew, or could have known in the circumstances, that this was so.

Duties of those who manage. Under TCC 369(1), board members and third parties charged with management must perform their duties with the care of a prudent manager and protect the company's interests in accordance with the rules of honesty. See our guide on directors' duties and personal liability.

5. How Is a Representative Appointed in a Joint Stock Company? (TCC 367, 368, 371(7) and 375)

The direct answer. Under TCC 368(1), the board may appoint ticari mümessil and ticari vekil. The decision is a board matter; see our note on board meetings and void board resolutions.

Limited-authority appointments. TCC 371(7), added in 2014 by Law No. 6552, allows the board, apart from the representatives referred to earlier in TCC 371, to appoint board members without representation authority, or persons bound to the company by a service contract, as ticari vekil or other commercial auxiliaries with limited authority. It comes with these conditions:

1. the duties and powers of the persons so appointed are clearly set out in an internal directive (iç yönerge) prepared under TCC 367;
2. in that case, registration and announcement of the internal directive are mandatory;
3. a ticari vekil or other commercial auxiliary cannot be appointed by the internal directive itself;
4. the ticari vekil or other commercial auxiliaries authorised under this paragraph are also registered and announced; and
5. the board is jointly and severally liable for every kind of damage these persons cause to the company and to third parties.

The internal directive. Under TCC 367(1), the board may be authorised, by a provision in the articles of association, to delegate management in whole or in part to one or more board members or to a third party, in accordance with an internal directive it prepares. The directive determines in particular who reports to whom.

What stays with the board. Under TCC 375(1), certain duties and powers cannot be delegated or waived. As amended by Law No. 7511 in 2024, TCC 375(1)(d) lists the appointment and removal of managers and persons with the same function, except branch managers. If the local general manager is a manager in that sense, this appointment and removal stay with the board.

6. How Is a Representative Appointed in a Limited Company? (TCC 629(3) and 631)

The direct answer. Under TCC 631(1), unless the articles of association provide otherwise, ticari mümessil and ticari vekil can be appointed only by general assembly resolution, and the general assembly may limit their authority.

Appointment by managers. Under TCC 629(3), TCC 367 and 371(7) apply by analogy to limited companies on the appointment by managers of persons bound to the company by a service contract as ticari vekil or other commercial auxiliaries with limited authority. Neither article states how the two relate, so the articles of association are the place to state clearly who appoints.

Removal. Under TCC 631(2), a manager or the majority of managers may at any time remove a ticari mümessil or ticari vekil who does not fall within the scope of TCC 623. If that person was appointed by general assembly resolution, the general assembly is called to a meeting without delay for the removal and for limiting the person's authority.

A sole foreign shareholder. In a single-shareholder limited company, that shareholder has all the powers of the general assembly, and its resolutions must be in writing to be valid (TCC 616(3)).

7. What Must Be Registered, and When Does It Take Effect? (TBK 547(2); TCC 33, 36, 40 and 373; TRR 33 and 47)

The direct answer. Under TBK 547(2), the owner of the business must have the grant of ticari temsilci authority registered in the trade registry. Under Article 33 of the Trade Registry Regulation (TRR, Ticaret Sicili Yönetmeliği, Official Gazette of 27 January 2013), except where the Code or the Regulation provides otherwise, the period for requesting registration is fifteen days, and one month for those residing outside the registry directorate's area; it runs from the date the act or fact occurred, or from the other starting points in TRR 33(2).

What is filed. Under TRR 47(1), the registry receives a notarised copy of the document on the appointment and representation authority of the ticari temsilci, and a signature declaration prepared under TCC 40. Under TRR 47(2), the entry shows the person's name, identity number, domicile, representation authority, any term of representation, and the date and number of the authority document.

Signatures. Under TCC 40(2), as amended in 2021 by Law No. 7263, signatures of natural-person merchants, and of persons authorised to sign for a legal-person merchant, are obtained electronically from public institutions' databases. Where no such record exists, signature declarations are given to the registry under a Ministry of Trade communiqué.

Company-level representatives. Under TCC 373(1), the board files a notarised copy of its resolution showing the persons authorised to represent the company and the form of their representation, for registration and announcement. TCC 629(1) applies this by analogy to limited companies.

When the entry takes effect. Under TCC 36(1), trade registry entries produce legal effects against third parties from the business day following the day the registration was announced in the Turkish Trade Registry Gazette (if the announcement is split across issues, following publication of its last part). Special provisions on immediate effect are reserved (TCC 36(2)). Under TCC 36(3), third parties cannot claim to be unaware of entries that have begun to produce effects against them. Under TCC 36(4), a matter that had to be registered or announced but was not can be raised against third parties only if it is proved that they knew or should have known of it.

If nobody files. Under TCC 33(1), a registrar who learns that a matter requiring registration has not been duly filed calls on those concerned, within a period the registrar sets, to comply or to prove that no registration is required. Under TCC 33(2), a person who neither files nor states reasons for refusing within that period faces an administrative fine.

8. How Does Authority End, and Why Does Deregistration Matter? (TBK 42-44, 550 and 554)

The direct answer. Under TBK 554(1), the owner of the business may withdraw the authority of ticari temsilci, ticari vekil and other commercial auxiliaries at any time, subject to their rights under the service, mandate (vekâlet), partnership or similar contracts between them. Withdrawal of authority and the employment or other contract are therefore separate questions.

Death or incapacity of the owner. Under TBK 554(2), the owner's loss of capacity or death does not end the authority. The general rule in TBK 43(1) is different, and TBK 48 reserves the provisions on the authority of company representatives, organs and ticari vekil.

Registering the end. For a ticari temsilci, the end of the authority is registered even if the grant was never registered (TBK 550(1)). Under TBK 550(2), as long as the end has not been registered and announced, the authority remains valid for third parties in good faith.

A change of shareholders. TBK 554 does not mention a change of shareholders. On a sale of a company's shares, the registered representatives should be reviewed as a separate closing item.

General rules. TBK 42-44 are general rules on authority arising from a legal act, subject to the TBK 48 reservation noted above. The right to limit or withdraw authority arising from a legal act cannot be waived in advance (TBK 42(1)-(2)). A principal who notified third parties of the authority, expressly or indirectly, cannot assert its withdrawal, in whole or in part, against third parties in good faith without telling them (TBK 42(3)). A principal, or its successors, who do not take the necessary steps to recover an authority document must compensate third parties in good faith for resulting damage (TBK 44(2)).

Order of steps.

1. Decide at the competent organ (sections 5 and 6).
2. Deal separately with the service or other contract (TBK 554(1)).
3. File for registration of the end of the authority (TBK 550 for a ticari temsilci; TCC 31 for any other registered matter) and check the announcement (TCC 36(1)).
4. Tell the third parties who were notified (TBK 42(3)).
5. Recover any authority document (TBK 44).

9. Can a Representative Compete With the Company? (TBK 553)

The direct answer. Under TBK 553(1), ticari temsilci, ticari vekil and other commercial auxiliaries who manage all the work of a business or are in the service of its owner may not, without the owner's permission, directly or indirectly do business of the kind the business does, on their own account or on account of a third party, and may not have third parties do such transactions on their own account.

Remedies. Under TBK 553(2), the owner's rights under the legal relationship between them are reserved. The owner may claim compensation for the damage suffered. Instead of that, the owner may require that the transactions made on the person's own account, or had made by third parties, be treated as made for the owner's account, and that the remuneration received for them be handed over or the claims arising from them be assigned.

After the relationship ends. For the period after a service contract, an employee with capacity to act may undertake in writing not to compete (TBK 444(1)), on the conditions in TBK 444(2). The restriction may not contain inappropriate limits of place, time or type of work that unfairly endanger the employee's economic future, and may not exceed two years except in special circumstances (TBK 445(1)).

Managers and board members. Under TCC 626(2), unless the articles provide otherwise or all other shareholders have given written permission, managers of a limited company may not engage in an activity competing with the company; the articles may replace the shareholders' approval with a general assembly resolution. For board members, see our note on self-dealing and non-compete rules for board members.

10. What Should a Foreign Parent Put in Place? (TCC 40(4), 367, 625 and TBK 547-554)

The direct answer. Decide first which legal role the local signatory will hold, then give that role the registered limits the law recognises, and put the remaining controls in the internal documents and the contract. See also our guide on establishing a business in Turkey.

A checklist for a Turkish subsidiary.

1. Choose the role. Each has a different statutory scope (section 2).
2. Meet the organ requirement. TCC 370(2) for joint stock companies; TCC 623(1) for limited companies.
3. Use the correct appointing organ. TCC 368 and 371(7); TCC 631 and 629(3). Check the articles first.
4. Register the limits that count. TBK 549 for a ticari temsilci; TCC 371(3) for company-level representatives. Joint signature is a control TBK 549(2) expressly allows; each signatory is a representative, appointed by the competent organ.
5. Give express authority deliberately. TBK 548(2) and 551(2).
6. Write down internal limits. In a joint stock company, use the internal directive, where the articles of association provide for one (TCC 367(1)). In a limited company, the articles may require managers to submit certain decisions to the general assembly; its approval does not remove or limit their liability, TBK 51 and 52 being reserved (TCC 625(2)).
7. Align the contract. Cover monetary limits, reporting, non-competition and what happens to the authority when the contract ends.
8. Register on time. TRR 33 and 47.

A branch of the foreign company. Under TCC 40(4), branches in Turkey of businesses headquartered abroad are registered like domestic businesses, the trade-name provisions of their home law being reserved, and a full-authority ticari mümessil domiciled in Turkey is appointed for these branches. TRR 122(1)(ç) calls for the decision of the head office's competent organ on opening the branch and appointing a full-authority representative resident in Turkey, and TRR 122(1)(d) and (e) refer to full-authority representation before courts, private organisations and public institutions.

11. What Should a Counterparty Check Before Relying on a Signature? (TCC 35, 39, 372-373; TBK 46-48)

The direct answer. Check the trade registry, read the form of signature it shows, and match the transaction to the signatory's role.

A checklist.

1. Read the register. Anyone may inspect it and the documents kept there and obtain certified copies at cost (TCC 35(2)). A registry certificate (sicil tasdiknamesi) shows the persons authorised to represent the business when it is issued (TRR 16(1)(f)).
2. Read the form of representation. Sole or joint signature, and any confinement to a branch or the head office (TBK 549; TCC 371(3)).
3. Identify the role and any express authority. See section 2, TBK 548(2) and TBK 551(2).
4. Check the signature form. Authorised signatories sign under the company's trade name (TCC 39(1); TCC 372(1), which reserves TCC 40(2)).
5. Check the date. Compare the transaction date with the announcement date of any change (TCC 36(1); TBK 550(2)).

Defects in the appointment. Under TCC 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.

If the signatory had no authority. Under TBK 46(1), a legal act made by a person acting as representative without authority binds the person represented only if ratified. The other party may set a reasonable time for ratification and is released if none comes (TBK 46(2)). If ratification is refused, expressly or impliedly, compensation may be claimed from the unauthorised representative, unless that person proves that the other party knew or should have known of the lack of authority (TBK 47(1)). TBK 48 reserves the provisions on the authority of company representatives, organs and ticari vekil.

Where disputes go. Civil disputes arising from TBK 547-554 are commercial cases, whether or not the parties are merchants (TCC 4(1)(c)). Unless otherwise provided, the commercial court of first instanceAsliye ticaret mahkemesiCommercial court of first instanceThe specialised first-instance court that hears commercial cases — and, unless the law says otherwise, it hears them whatever the amount in dispute.Glossary → (asliye ticaret mahkemesi) hears commercial cases regardless of the value in dispute (TCC 5(1)).

Frequently asked questions