Legal status of the director of limited company according to the draft of Turkish commercial code

The most significant organ of limited company ?the most common type of corporations in Turkey- is the directors. However, the general committee ? another organ of company- has no characteristic to be a continual and constant organ. There have been some fundamental and important alterations about the authority, duty and responsibility of directors in the draft of Turkish Commercial Code which was accepted by the commission of justice. It can be noted that one of those major changes is to abandon the principle of self-organ system. As a consequence of abandonment of this principle, the directors are supposed to be elected absolutely. Thus, the abandonment of that principle enabled the experts to take part in the management. There is a contractual relation between the director and the corporation. The legal feature of this contractual relation is proxy. In the draft of Turkish Commercial Code, the indispensable and nontransferred duties of directors are arranged. Through this arrangement, the division of labor is clearly accepted among the directors and general committee. Besides, the managers have a number of obligations against the company and its claims. The major ones are the obligations of loyalty, to give information and not-competing. Yet, the director has plenty of rights such as wage, to get information and the demand of being released from debt. There have been also some important changes about the responsibilities of directors and legal outcomes connected with them. The changes which have been made on the issue of responsibility have some significant diversity from the current arrangement. The most significant change on this subject is to accept the principle of the differentiated concatenation instead of the principle of complete concatenation.