Membershi̇p i̇n board of di̇rectors of legal persons

Turkish Commercial Code numbered 6102 introduced significant changes in the management of joint stock companies. One of the changes introduced with the new Code is the membership in Board of Directors of the legal persons. In this work, we first mentioned legal persons in brief, and then examined article 359/2 of the Turkish Commercial Code, in which membership in Board of Directors of legal persons are stipulated, and theoretical and practical issues which arose after the introduction of this article. In this context, we examined the conditions for membership in Board of Directors of legal persons, determination of real person who will act on behalf of legal person, and rights and obligations of this real person. In addition, we studied the relationship between the real person, who will act on behalf of legal person, and legal person, and the relationship between the real person and company and touched the instructional relationship between the real person and legal person. We then studied the membership in Board of Directors of joint stock companies of public legal entities. In this context, we first examined article 359/5 of the Turkish Commercial Code, which is about the membership in Board of Directors of shareholder public legal entities, and discussions about the application of this article. We then tried to examine article 334 of the Turkish Commercial Code in which the existence of a representative acting on behalf of public legal entities in Board of Directors of joint stock companies, field of operation of which is public service, and issues and discussions which arose along with this regulation. Finally, we tackled the legal responsibility on legal persons after enabling their Board membership in joint stock companies and liability issue between real person and legal entity, which may arise if the company incurs damage because of his wrong decisions.