Limited companies are one of the most common types of companies regulated by the Turkish Commercial Code (TCC). These companies are typically managed by one or more directors. The appointment and removal of directors are crucial to the company’s operation and require adherence to specific legal procedures. This article will examine in detail the appointment and removal processes for directors in limited companies in Antalya.
Director Appointment Process
The appointment of a director can occur during the limited company’s inception or at a later date. During the inception phase, directors are specified in the company’s articles of association. Subsequent appointments are made in accordance with the decisions of the company’s partners.
Determination in the Articles of Association
The company’s articles of association define the directors’ identities, terms of office, and authority. The directors named in the articles of association begin their duties upon the company’s incorporation. If the articles do not specify the number of directors, at least one director must be appointed.
Appointment by the Decision of the Board of Partners
When the terms of office of the directors specified in the articles of association expire, or if a vacancy occurs for any reason, the appointment of a new director is made by a resolution of the shareholders’ meeting. This resolution must be made in accordance with relevant legislation and must constitute the required majority. The Turkish Commercial Code (TTK) governs the decision-making majority of the shareholders’ meeting, and this majority is subject to legal regulation unless otherwise specified in the articles of association. The resolution must clearly state the identity, term of office, and powers of the director to be appointed.
Director Impeachment Process
A director’s removal may occur for a variety of reasons, including abuse of power, acting against the company’s interests, bankruptcy, or failure to fulfill their duties.
Dismissal by the Decision of the Board of Partners
The removal of a director is generally by decision of the shareholders’ meeting. The decision to dismiss must also be made in accordance with relevant legislation. The decision must clearly and explicitly state the reason for dismissal. Unless otherwise stipulated in the company’s articles, the majority requirement for a dismissal decision is determined by legal regulations.
Dismissal by Court Decision
In some cases, if the shareholders’ meeting fails to resolve the matter or if the existing resolution is deemed invalid, the director’s removal may be effected by court order. This may occur, for example, when serious allegations are made against the director, such as misappropriation of company assets or acts clearly against the company’s best interests. The court will issue a dismissal order after reviewing the relevant evidence.
Powers and Responsibilities of the Director
Directors manage and represent the company. Their authority is defined in the company’s articles of association. They generally have the authority to sign contracts on behalf of the company, conduct banking transactions, and employ personnel. However, they cannot exceed the authority specified in the company’s articles. Directors are obligated to perform their duties with honesty and diligence. They may be held liable to the company and third parties for any misconduct or negligence in their duties.
Matters to be Considered in the Appointment and Dismissal Process of a Limited Company Director in Antalya
There are many important considerations when appointing and dismissing directors in limited companies in Antalya or anywhere else in Türkiye. Conducting these processes in accordance with legal regulations is crucial for ensuring the company’s legal security. Misconduct can lead to financial and legal problems. Therefore, seeking support from an expert legal advisor during these processes is crucial for preventing potential problems and protecting the company’s rights. Given the complexity and potential risks of legal processes, working with an experienced legal professional ensures the proper procedures are implemented and potential problems are prevented. Proper and timely legal advice is a significant investment in your company’s future.
The process of appointing and removing directors in limited companies requires meticulous attention. Compliance with legal regulations is essential for the healthy and safe operation of the company. Errors in these processes can lead to serious problems for the company. Therefore, seeking the support of expert legal counsel throughout the process is the best approach to minimize potential risks and protect the company’s interests.