Turkey: Representation Authority Of Joint Stock Company Liquidators

INTRODUCTION

A joint stock company is a company that can be established with one or more partners whose capital is clearly determined and whose capital is divided into shares. The place of joint stock companies in commercial life is very important. For this reason, the termination of such companies is also important. The liquidation process of joint stock companies should be carried out in a complete and healthy manner. The meticulous continuation of the termination provides confidence for stakeholders and third parties engaged in activities with the company. The liquidation process of the joint stock company is regulated between Articles 529-548 of the TCC. It is aimed to prevent the rights of stakeholders and creditors from being harmed by applying certain procedures in the liquidation process. With the liquidation of the joint stock company, the liquidators represent the company.

In our study, the representation authority of the liquidators was tried to be explained during the liquidation process of the joint stock company. In this context, the scope and limits of the representation powers of the liquidators were examined, and the situations that are important in terms of the representation authority of the liquidators were explained under separate headings. The scope, use, expansion and narrowing, termination of the representation authority were emphasized, and theoretical information was given in this context. While preparing our study, the opinions in the doctrine, the provisions of the TCC and the decisions of the Supreme Court were used.

1. IN GENERAL

With the liquidation of the joint stock company, the liquidators represent the company in the court or in the external relations of the company in matters related to the liquidation. In cases that do not concern the liquidation as of the subject, the authority of the board of directors to represent the company continues as before the termination¹. Liquidators are obliged to continue their activities meticulously while representing the company. Representation powers are not unlimited and must be in accordance with the interests and purpose of the company².

Border liquidation activities in matters related to liquidation. The procedures to be carried out by the liquidators during the liquidation are regulated between Articles 540 and 544 of the TCC. The legislator has specified the representation procedures of the liquidators with the articles of the law. Liquidators may take the actions required by the liquidation regulated by law. However, in some cases, it may be necessary to do things that are not specified in the law in terms of liquidation procedures. Even if these situations are not specified in the law, they are essential for liquidation and must be carried out by liquidators. Liquidators can do new jobs in this context. The limit of new works is the procedures required by the liquidation. The works that are not required by the liquidation cannot be carried out as new work by the liquidators³. According to Pulaşlı, the new business concept is non-prolonged works that help liquidation ⁴.

The powers of the liquidators are within the scope of the management and representation of the company. During the liquidation period, the liquidators manage and represent the company. The powers and duties of the liquidators are specified in the TCC. When the articles related to liquidation clearly stated in the law are examined, it is seen that the representation and management of the company during the liquidation is given to the liquidators both as an authority and a duty⁵.

2. EXERCISING THE POWER OF REPRESENTATION

If the liquidators are more than one, unless otherwise agreed in the decision of the general assembly and the articles of association, the company is bound by the signature of two liquidators under the title of the company⁶. According to the provision of the TCC, liquidators can act with a double signature rule while exercising their powers of representation. Apart from this, a different type of representation other than representation can be determined with the articles of association or the decision of the general assembly (Article 539/3 of the TCC). In the presence of justified reasons, the court may also make changes in the exercise of the power of representation. Registration in the trade registry is mandatory if changes are made. This registration has a notifying effect⁷.

1. Rule of Use of Authorities in Person

When the joint stock company enters the liquidation process, the liquidation is carried out by the liquidators. With the loss of the active purpose of the partnership, the powers of the organs in the company order were limited and the liquidation task was given to the liquidators⁸. Liquidators have to use the powers given to them personally. It is not possible for them to transfer their powers to a third party or between themselves. However, they may grant the right to represent one, some or a third party among themselves for the "fulfillment of a certain work and transactions" (TCC 539/1)⁹. The power of attorney given here is not a general power of attorney, but a special, limited power of attorney with clearly defined boundaries¹⁰.

With the articles of association, it can be determined who or who can be the deputy of the liquidator. This process can be carried out at the establishment stage of the joint stock company or by amending the articles of association¹¹. However, with a provision to be included in the articles of association of the company, the representation authority of the liquidators to be made among themselves or to be given to third parties may be limited. The authorization to be granted for certain works or transactions may be prevented by a clause to be included in the articles of association¹².

2. Double Signature Rule

According to Article 370 of the TCC, if the contrary is not stipulated by the contract or the board of directors does not consist of a single person, the representation authority belongs to the board of directors to use double signature. In the provision of 539/3 of the TCC, the "double signature rule" stipulated among the members of the board of directors was also seen as valid for liquidators. The double-signature rule is that the liquidators bind the company by signing under the title of the company by two of the liquidators authorized to sign, also used in the representation authority of the liquidators¹³. As a result of the reference made for collective companies during the period of the law numbered 6762 (eTK art.450), the joint-signature rule, which is also valid for the joint-stock company, is different from the double-signature rule. The rule of acting together is that all liquidators act together when carrying out their activities. This situation is actually due to the purpose of protecting the joint stock company¹⁴. It was aimed to prevent a personal transaction in line with the interests of the liquidator by protecting the joint stock company. The rule of acting together applies not only to transactions related to representation, but also to business related to management¹⁵.

If one of the liquidators does not want to participate in the transaction requested to be made, and in this case, if the company is likely to be harmed due to the non-performance of the activity, the liquidator who refrains from carrying out the transaction shall be liable to the partnership¹⁶. In addition, in this case, if a consensus cannot be reached by the liquidators to carry out the activity, a decision can be taken in the general assembly to carry out the activity together with the votes of the shareholders¹⁷.

While acting together, it is not necessary for all of the authorized liquidators to express their will at the same time. It is possible to carry out the activity with the later participation of one of the liquidators in the declaration of will. The important thing is that the wills are in the same direction¹⁸. However, if there is an official form requirement for the activity to have legal consequences, all liquidators with representation authority must sign the official deed in front of the official officer at the same time¹⁹.

However, in the event that there is more than one liquidator within the scope of Article 539/3 of the New TCC, if there is no contrary regulation in the general assembly or articles of association, it is deemed sufficient for two liquidators authorized to sign under the company title to sign in order to sign the activity that is binding for the company²⁰. Although the double-signature rule is discussed within the scope of Article 539/3 of the TCC, it is stated in the justification of the article that "If there is more than one liquidator, the rule is that they act together and sign together as a rule in order for the company to be bound." In this case, the double signature rule and the rule of acting together are explained within the framework of the same article. In our opinion, the justification and the provision of the law contradict each other.

In the passive representation of the joint-stock partnership, it is not necessary to adopt the double-signature rule as practice. The double-signature rule applies in cases of active representation. In cases of passive representation, the representation authority of one of the liquidators is valid. As in the case of the members of the board of directors, it is possible for each person who has the power of representation in the liquidators to represent the company alone within the scope of passive authority²¹. There is no possibility that the double-signature rule is valid in passive representation with the articles of association of the joint stock company or the decision of the general assembly. However, within the scope of the transaction to be made with the third party, a double signature or joint action rule can be validated in passive representation with an agreement²².

In the double signature rule, if one of the liquidators with the power of representation dies, loses their driver's license or resigns, the liquidator alone is not authorized to sign the double signature. The general assembly of the company convenes and decides on the appointment of a new officer or changes the representation method and takes action for the only remaining liquidator to be authorized²³. Apart from the double signature rule, simple representation or a joint representation procedure that requires more than one liquidator to act together can be determined. If simple representation (individual representation) is not specified, the presence of the representation together is accepted²⁴.

1. The Liquidator Being Just One Person

Exceptions to the double-signature rule for the members of the board of directors are specified in Article 370 of the TCC. The first exception is the determination of a representation procedure other than double signature in the articles of association of the company or by the general assembly. The second exception is that the board of directors consists of a single person²⁵. In the case of liquidators, unless otherwise determined in the articles of association or by the general assembly, a single person may be authorized to represent. A single liquidator may also be appointed by the court. The double signature rule, which is also specified in Article 539/3 of the TCC, applies in cases where more than one liquidator is authorized. Otherwise, if the liquidator consists of a single person, the authority to represent belongs to this person²⁶.

2. Regulation of a Contrary Double Signature Rule

The double-signature rule is a substitute rule of law and a different representation system can be foreseen. The opposite of the double signature rule can be regulated by the articles of association of the company or by the decision of the general assembly (Article 539/3 of the TCC). If there is no regulation in the articles of association, a different type of representation can be decided later with the decision of the general assembly²⁷. If more than one liquidator is appointed in the articles of association of the company, it can be regulated that some liquidators use the power of representation and some others can use the power of representation together with the designated liquidators. For example, the representation authority of two of the three liquidators with representation authority can be determined as representation together under the rule of acting together, while the representation authority of the other can be determined as representation alone²⁸.

If there is no procedure in the articles of association that determines how the liquidators will exercise their power of representation, a representation procedure other than the double signature rule may be determined by the general assembly. In Article 418 of the TCC, a decision can be taken at the general assembly meeting with a simple majority. The general assembly meets with the presence of shareholders representing one-fourth of the principal capital and decides with the votes of the present majority²⁹. However, a provision can be made in the articles of association of the company and a more severe decision and meeting quorum can be determined. This is only valid in cases where there is no regulation in the articles of association regarding the representation authority of the liquidators³⁰.

Arrangements regarding the power of representation must be registered in order to be asserted to third parties. The registration here is descriptive. The liquidator registers the changes³¹. It is important to determine how the representation procedure will be if the liquidator is appointed by the court. According to Article 537/2 of the TCC, the court may dismiss the liquidators or appoint new ones in case of the request of the shareholders or the existence of justified reasons. If the court deems it necessary for the new liquidators it appoints, it may determine another representation procedure other than the double signature rule³². However, this only applies to court-appointed liquidators. The court cannot determine the representation procedure of the liquidators authorized to represent by the main contract or the general assembly³³.

In TCC art.221, it is seen that the court has the right to extend and limit the representation authority of the liquidators. However, this situation only occurred in the presence of justified reasons. In the TCC No. 6102, there is no reference to the extension and narrowing of the powers of the liquidators by the court³⁴. The authority of the court to appoint a new liquidator is specified only in the presence of certain conditions. In our opinion, in cases where a new liquidator is appointed by the court, it should be accepted to limit the power of representation of this person. If a regulation other than the double-signature rule has been made regarding the representation procedure, this regulation should be applied within the scope of the new liquidators appointed by the court³⁵.

3. SCOPE AND LIMITS OF REPRESENTATION

The provision of Article 539 of the TCC, which is an independent regulation in itself, determines the scope and limits of liquidators. Liquidators have limited powers of representation and are obliged to act in accordance with the duties assigned to them by law³⁶. In Article 539/3 of the TCC, liquidators have the authority to represent the company in the liquidation process, both in its external relations and in the proceedings related to the liquidation of the company in the court³⁷. However, in this case, it does not mean that the company will not be responsible for the activities other than the liquidation carried out by the liquidators with third parties³⁸. Considering the provision of Article 539/2 of the TCC, if the third party knows that the transaction is not related to the purpose of liquidation or it is proved that it will not be possible to know, the transaction does not bind the company. The rule that the activities carried out outside the purpose of liquidation bind the company stems from the idea of protecting bona fide third parties³⁹.

1. Scope of Representation

Upon entering the liquidation process of the joint stock company, the company is represented by the liquidators. The representation authority of the liquidators is within the scope of obtaining rights and entering into debt by acting on behalf of the company against third parties and official institutions⁴⁰. The scope of the power of representation can be classified in two ways, broad and narrow. In a broad sense, the power of representation means the realization of the purpose of liquidation and the protection of the interests of the company. Third parties and liquidators engaged in activities should carry out their transactions within the scope of the power of representation in a broad sense. The authority to represent the company in a narrow sense is the ability to represent the company in courts, enforcement offices and foreign relations. In addition, liquidators can also make settlement, waiver, acceptance, arbitration, arbitration if they find it useful for the company⁴¹. In the aforementioned transactions, it is within the scope of representation authority in a narrow sense⁴².

The powers granted to liquidators by law cannot be transferred. However, for some transactions, one of the liquidators may authorize the other or a third party to represent⁴³. The representation authority of the liquidator starts with the court, the decision of the general assembly or the articles of association. It becomes explanatory upon registration in the trade registry. The purpose of registration is to protect third parties⁴⁴.

2. Limitation of Representation

Law No. 6762 regulates the powers of liquidators by reference to collective companies. However, in the TCC, these provisions of the collective company regulated by law have been rewritten in a manner appropriate to the nature of the joint stock⁴⁵ companies. The powers granted by law cannot be transferred to the liquidators; however, one of the liquidators may authorize the other or a third party to represent in order to carry out certain implementation procedures (art.539/1). Liquidators shall bind the company in transactions with third parties other than for the purpose of liquidation; however, this shall not bind the company if it is proven that the third party knows that the transaction is outside the purpose of liquidation or that it is not possible for the third party not to know it due to the circumstances. Simply registering and announcing the liquidation is not sufficient evidence to prove this issue (Article 539/2 of the TCC). The rule that transactions made other than for the purpose of liquidation bind the company is the product of the idea of protecting bona fide third parties⁴⁶. In addition, the company is also responsible for the tort committed by the liquidator during the performance of their duty (TCC, Article 539/3). Liquidators are responsible for all acts and works they perform while performing their duties, as well as tortious acts in the meantime.

Regarding the limitation of liquidators, the provisions related to the "limitation of the representation authority of the commercial representative" in Article 549 of the Turkish Commercial Code and the "limitation of the representation authority of the members of the board of directors" in Article 371/3 of the Turkish Commercial Code may be applied comparatively⁴⁷. While liquidators use their powers of representation for the purpose of liquidation, provisions regarding unauthorized representation are applied if they exceed the general limit drawn to them⁴⁸. If the limit of the power of representation was exceeded, the principle previously accepted as ultra vires was accepted. However, unlike the TCC No. 6762, the "ultra vires principle", which expresses the rule that "the company's entitlement is limited to the subject of the business", has been abolished in the new TCC No. 6102⁴⁹. The activities of the persons authorized to represent with third parties bind the company even if they are outside the scope of the business (Article 371/2 of the TCC). However, while the power of representation is used, the situation that the activities other than the subject of the business bind the company is not unlimited⁵⁰.

In the provision of Article 371/1 of the TCC, "those authorized to represent may carry out all kinds of works and legal transactions within the purpose and field of operation of the company and use the company title. The company reserves the right of recourse due to transactions contrary to the law and the articles of association. " As stated, the persons authorized to represent must carry out their activities within the framework of the purpose and subject of the company⁵¹. Article 371/2 of the TCC stipulates that "The transactions made by those authorized to represent, other than the subject of the business, also bind the company". With this regulation, it is seen that there is no obstacle for the persons authorized to represent to carry out their activities other than the subject of the business⁵². The legislator has stated that this activity will be invalid from the beginning if it is proven by the company that "the third party knows that the transaction is outside the scope of the business or that the third party is in a position to know due to the situation".

The proof status in the provision of Article 371/2 of the TCC is important. When the Company proves the malicious intent of the third party, it can get rid of the liability by invalidating the provision that is "suspended". Relief from liability takes place with the provisions of "unauthorized representation"⁵³. According to an opinion in the doctrine, it is thought that the transaction is invalid at first on the grounds that it is possible for the company to claim the invalidity of the transaction, but this sanction will be valid until this situation is claimed by the company. However, if the malicious intent of the third party is proven by the company, the transaction becomes invalid from the beginning⁵⁴. No derogatory period is foreseen in the TCC in terms of asserting activities other than the subject of the business.⁵⁵

CONCLUSION

With the entry of the joint stock company into the liquidation process, the liquidators have the authority to represent the company in its liquidation-related activities. The liquidator authorized to represent must act in line with the purpose of the company and carry out works and transactions within the scope of the business. In the liquidation of the joint stock company, the money and debts obtained by selling the assets of the company are paid. Liquidators also have to observe the purpose of the liquidation while performing these transactions. According to the provision of Article 539/2 of the TCC, it can be concluded that the transaction made with the regulation that "the transactions made by those authorized to represent with third parties outside the subject of the business also bind the company" is valid. It is aimed to protect the goodwill of third parties with the provision of the law.

With the abolition of the "ultra vires" principle, which was previously applied in the TCC, the persons authorized to represent can now act outside the scope of the business. In this case, the issue of whether to recourse against the persons who use the company's representation authority for the activities carried out outside the scope of the business comes to the fore. If the Company proves that third parties do not act in good faith in the activities carried out or that they are not in a position to know the status of the transaction, it may claim the invalidity of the transaction. However, the company will no longer be responsible for the transaction if it is proved that the third parties are not in good faith. In our opinion, if the illegality of the subsequent activity is determined, the transaction will be invalid and the subsequent consent will not have a result.

While liquidators use their power of representation within the scope of the purpose of liquidation, they can carry out their activities with the "double signature rule" in the provision of the new TCC instead of the rule of acting together in the TCC. There need not be more than one liquidator when applying the double signature rule. If there is only one liquidator, they may be authorized alone. For the purpose of liquidation, the representation of the company is both an authority and a duty of the liquidators. The termination of their position as a liquidator is also carried out automatically by the general assembly, by a court decision or by resigning of their own will.

REFERENCES

Online Resources:

https://hukuki.net/

https://www.ticaretkanunu.net/ttk-madde-539/ E.T. 15.11.2022.

https://karararama.yargitay.gov.tr E.T. 19.11.2022.

List of Decisions:

Y-11H.D. E. 1984/6072, K. 1985/270, T. 30.01.1985.

Y-11 H.D. E. 570/ K. /977, T. 07.03.1978.

Y-6 H.D.E. 2013/12498, K. 2014/4510, T. 08.04.2014.

Y-11 O.D. E.2015/15468, K.2017/3850, T. 19.06.2017.

Y-11H.D. E. 2015/6357, K. 2016/702 25.01.2016.

Footnotes

1 Özlem Karaman Coşgun, Liquidation of Joint Stock Company, Ankara, Adalet Publishing House, 2015, p.123.

2 Sami Karahan, Liquidation in Joint Stock Companies, Konya, Mimoza Publications, 1998, p.131; Supreme Court 11.In the decision of O.D. 30.01.1985 E. 1984/6072 K. 1985/270, "The representation authority of the liquidators is not unlimited, but it is gathered in terms of representing and binding the company in liquidation proceedings and limited to the interests of the company and against third parties." The evaluations limited the representation authority of the liquidators with the purpose of liquidation and the interest of the company. (Hukuki.net E.T.: 14.11.2022).

3 See TCC art. 542/1-b; Karaman Coşgun, ibid., p.123.

4 Hasan Pulaşlı, Corporate Law Annotation, C. I, Fully Refurbished and Expanded 3. Edition, Ankara, Adalet Publishing House, 2018, p.1972.

5 Emrullah Kervankıran, Liquidation of Joint Stock Companies, Updated and Expanded 2. Edition, Ankara, Seçkin Publishing House, 2022, p.190.

6 Metin Aytulun, M. Vefa Toroslu, İçtihatlı ve Uygulamalı Anonim Şirketlerde İfiye, Istanbul, Vedat Kitapçılık, 2014, p.149.

7 Pulaşlı, ibid., p.1978.

8 Oruç Hami Şener, Evaluation of the Precedent Decisions of the Court of Cassation Regarding Joint Stock and Limited Partnerships in the New TCC Period, Istanbul, Seçkin Publishing, 2019, p.115.

9 *** H. D. 's decision dated 07.03.1978 and numbered E. 570/ K. 977 stated that "... since any of the liquidators had the right to appoint a proxy for the performance of a certain work..." and emphasized that one of the liquidators could be authorized to represent one of them alone for certain transaction or transactions. However, the important point here is that it is only possible to transfer authority for certain works, otherwise it is responsible for the damages of the person to whom the power of representation is granted, even if he is not at fault (Gönen Eriş, Turkish Commercial Code with the Latest Changes in Explanatory Jurisprudence, Commercial Enterprises and Companies, C.2. Updated 3. Basi, Ankara, Seçkin Publishing, p. 2618).

10 Aytulun, Toroslu, ibid., p.148.

11 Karahan, ibid., p.126.

12 Yıldırım, ibid., p.935.

13 See TCC art. 539/3.

14 Oruç Hami Şener, Ordinary Partnership, Ankara, Yetkin Publishing House, 2008, p.406.

15 Karahan, ibid., p.127.

16 İsmail Doğanay, Turkish Commercial Code Annotation, Istanbul, Beta Publications, 2004, p.787.

17 Orhan Nuri Çevik, Joint Stock Companies, Revised and Updated 3.Press, Ankara, Seçkin Bookstore, 1988, p.1115.

18 Karahan, ibid., p.128.

19 Yıldırım, ibid., p.934.

20 Considering the justificationof Article 539/3 of the TCC, "If there is more than one liquidator, the rule for the company to be bound is that they act together and sign together as a rule. However, this regulation is not mandatory. Otherwise, it may be decided by the decision of the general assembly or the provision of the articles of association and the principle of signature alone may be adopted or a heavier representation system may be introduced. In matters related to liquidation, the authority to represent the company in courts and other foreign affairs belongs to the liquidators. In matters not related to liquidation, the representation authority of the company's board of directors continues. "(https://www.ticaretkanunu.net/ttk-madde-539/ E.T. 15.11.2022).

21 Kervankıran, ibid., p.207.

22 Oruç Hami Şener, Theoretical and Applied Partnerships Law Textbook (Partnerships Law), Revised 5. Press, Ankara, Seçkin Publishing, 2022, p.652; See also: Yıldırım, ibid., p.944.

23 Kervankıran, ibid., p.208.

24 Fatma Ünal, "Liquidation Process and Operation in Joint Stock Companies", Unpublished Master Thesis, Istanbul, BÜSBE, 2019, p.44.

25In the justification of Article 370/1 of the TCC, " The first paragraph of Article 365 stipulates that the representation authority of the company in Article 365 can be used with double signature and by the board of directors unless otherwise stipulated, that is, if the single signature system is not accepted. "

26Özge Kuru, "Transfer of Representation and Representation Authority in Joint Stock Companies", Unpublished Doctoral Thesis, MUSBE, 2022, p.75.

27 Kervankıran, ibid., p.208.

28 Kuru, ibid., p.75.

29 Kervankıran, ibid., p.209.

30 Kervankıran, ibid, p.210.

31 Yıldırım, ibid., p.952.

32 Karahan, ibid., p.129.

33 Kervankıran, ibid., p.211, For a contrary opinion, see Karahan, ibid., p.129.

34 Kuru, ibid., p.77.

35 For the same opinion, see: Karaman Coşgun, ibid., p.130; Kuru, ibid., p.77.

36 Mehmet Bahtiyar, Partnerships Law, 13. Edition, Istanbul, Beta Publishing House, 2019, p.389.

37 In the justification of Article 539/3 of the TCC, it is stated that "In matters related to liquidation, the authority to represent the company in courts and other foreign affairs belongs to the liquidators. In matters not related to liquidation, the representation authority of the company's board of directors continues. "(https://www.ticaretkanunu.net/ttk-madde-539/) E.T.: 19.11.2022; Supreme Court 6th In its decision dated 08.04.2014 and numbered E. 2013/12498, K. 2014/4510, H.D. stated that "6102 In accordance with the provision of Article 539/3 of the Turkish Commercial Code, the liquidating company is represented by the liquidators in courts and foreign relations in matters related to liquidation. Pursuant to the provision of Article 11/3 of the Notification Law, the notification to be made to those who have or should have legal representatives shall be made to these representatives unless it is necessary to make them personally in accordance with the laws. In this respect, since the decision was not notified to the liquidator of the defendant company, it cannot be said that the decision was finalized. "(https://karararama.yargitay.gov.tr) E.T. 19.11.2022.

38 Muhammed Bakan, "Termination of Joint Stock Companies and Legal Consequences Linked to Termination", Unpublished Master's Thesis, Gaziantep, HKÜSBE, 2018, p.80.

39 See TCC Article 539/2 Justification (https://www.ticaretkanunu.net/ttk-madde-539/) E.T.: 19.11.2022.

40 Kervankıran, ibid., p.195-196.

41 Oğuz İmregün, Anonim Ortaklıklar, İstanbul, İstanbul University Faculty of Law Publications, 1968, p.357.

42 Karahan, ibid., p.131-133.

43 In the justification of Article 539 of the TCC, it is stated that "The powers granted to liquidators by law are based on the assumption that these persons are a reliable person appointed by careful selection. The powers and duties conferred are, in a sense, deemed to depend on their personality. For this reason, the powers granted by law should not be transferred to someone else or even to another liquidator. The transfer results in the transferring liquidator withdrawing their hand from that job and the election remains unopposed. However, one of the liquidators or a third person may be appointed in order to fulfill certain (determined) transactions in the context of the fulfillment of the requirement of the liquidation works. The power of attorney granted herein is not a general power of attorney, but a limited power of attorney for the execution of some specific clearly defined, demarcated, clearly indicated transactions. In other words, a special power of attorney is given for the individual event. "(https://www.ticaretkanunu.net/ttk-madde-539/ E.T. 15.11.2022).

44 Ali Haydar Yıldırım, "Joint Stock Liquidator's Exercise of Representation Powers", DEÜHFD, Vol. 9, Special Issue, p.937.

45 Mehmet Emin Bilge, "Termination and Liquidation of Joint Stock Company", Erzincan Binali Yıldırım University Faculty of Law Journal, Erzincan, 2012, p.284.

46 In the Rationale 539/2 of the TCC: "The rule that transactions made other than for the purpose of liquidation bind the company is the product of the idea of protecting bona fide third parties. As a matter of principle, if the person with whom the liquidator transacts with knows that the transaction is outside the purpose of liquidation or it is proved that it is not possible for him/her not to know due to the situation, the transaction does not bind the company, the burden of proof is on the company. Just the fact that the liquidation has been registered and announced is not enough to prove this issue. "(https://www.ticaretkanunu.net/ttk-madde-539/ E.T.: 15.11.2022)

47 Kervankıran, ibid., p.205.

48 Karahan, ibid, p.132.

49 Kuru, ibid., p.26.

50 Considering the justificationof Article 371/2 of the TCC, "The second paragraph regulates the exception of the rule that transactions other than the subject of business bind the company. If the company proves that the third party knows that the transaction is outside the scope of the business or that it is in a position to know as the case may be, the transaction will not bind the company. However, The fact that the articles of association of the company has been announced is not considered sufficient alone to prove this issue. "

51 Kuru, ibid., p.125.

52 Gizem Alper, Ultra Vires Principle in Turkish Law, Istanbul, Vedat Publishing, 2013, p.166.

53 Burçak Yıldız, "The Element of Business Subject After the Abolition of the Ultra Vires Principle and the Legal Nature of Transactions of Commercial Companies Outside the Business Subject", Vol. 27, S. 3, Ankara, BATİDER, 2011, p.126.

54 Hüseyin Turanlı, "New TCC and Ultra Vires Principle", Vol. 2, P.3, Istanbul, Regesta, 2012, p.70; An opinion in the doctrine argues that the scope of the external representation authority of the persons authorized to represent is not limited to the subject of the company and that the activities outside the subject bind the company. However, in this case, the internal relationship also suggests that the shareholders have harmed the interests of the company due to their activities outside the subject of the company, and in this case, the activities carried out after "unauthorized representation" is claimed to be "suspended null and void". Since there is a "revocable" regulation by the company according to Article 371/2 of the TCC, it is accepted that there is a "perishable validity" status in the transactions made. (Alihan Aydın, "Limits of Representation Authority of Joint Stock Company Board of Directors and Problem of Abuse of Representation Authority/Power", V.30, P.1., Ankara, BATİDER, 2014, p.160.).

55 Kuru, ibid., p.125.

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