How to Verify Who is Authorized to Represent a Turkish Company

When finalizing a contract or making a significant payment to a Turkish supplier, it is crucial to ensure that the person signing the agreement has the legal authority to bind the company.

This guide explains how representation works in Turkish corporate law and how international buyers can verify it.

The Distinction of Roles

Do not assume that holding a senior title automatically grants a person the right to sign legal documents or financial agreements.

• Sales Manager / Export Executive: These employees handle negotiations and daily communication. They rarely have the legal authority to sign binding corporate contracts on their own.
• Shareholder/Owner (Ortak): Owning shares in a company does not automatically grant the right to represent it. The authority to act belongs to the appointed managers or the board of directors.
• Authorized Signatory (Yetkili): This is the person (or persons) legally empowered by the company’s board (or articles of association) to sign official documents, open bank accounts, and enter into contracts.

How to Verify Signature Authority

1. Request the İmza Sirküleri (Signature Circular)

The primary document used to prove authority in Türkiye is the İmza Sirküleri.

• It is a notarized document.
• It contains the specimen signatures of the authorized individuals.
• It explicitly states the scope of their authority. For example, it might state that Director A can sign alone (münferiden yetkili), or that Director A and Director B must sign together (müştereken yetkili) for the document to be valid.

Practical Recommendation: Always ask the supplier to provide a recent Signature Circular before signing a major contract. Compare the signature on your contract to the specimen in the circular.

2. Check the Trade Registry Gazette (Ticaret Sicili Gazetesi)

The appointment of directors and the granting of signature authority must be officially published in the Turkish Trade Registry Gazette.

• If you have an account at ticaretsicil.gov.tr, you can search the company’s historical announcements to see who was officially appointed to the board and granted representation rights.
• Cross-check the Gazette publication with the names listed on the Signature Circular.

3. Power of Attorney (Vekaletname)

Sometimes, a company will grant a specific individual (like a lawyer or a customs broker) the right to act on their behalf for a specific transaction via a Notarized Power of Attorney. If someone is signing via proxy, you must request to see the Vekaletname and ensure it covers the specific action they are taking.

Limitations of Public Verification

While the Trade Registry Gazette index is public, deeply analyzing a complex corporate structure or understanding the nuances of a Turkish legal text (such as specific limitations placed on a director’s authority) can be difficult for international buyers.

If the transaction involves high financial risk, do not rely solely on your own translation of these documents. Engaging a Turkish commercial lawyer to review the Signature Circular and verify the representative’s authority is a standard and highly recommended due diligence practice.