Does a commercial representative need to be registered with the Trade Registry?

It depends on the specific role and scope of authority; while broad authorized signatories must be registered and published to be effective against third parties, limited commercial proxies may not always require registration, though disclosure provides legal certainty.

Can the company limit a commercial representative’s authority?

Yes, a company can set internal limits (e.g., monetary caps), but for these limits to be effective against third parties, they generally must be properly documented, registered, or explicitly communicated.

Commercial Representative - Turkish Law Glossary

Quick Answer

A commercial representative is a person authorized to act on behalf of a business in commercial matters, and the scope of authority depends on the type of appointment (e.g., commercial proxy vs. registered signatory authority). Because third parties may rely on the representative’s apparent authority, businesses should define the authority in writing, align it with signature/corporate records, and consider Trade Registry announcement where applicable to manage risk.

What is a Commercial Representative?

In Turkish commercial law, a "Commercial Representative" (Ticari Temsilci) is a broad term that can refer to different levels of authorized personnel, most notably the "commercial representative with full authority" (fully authorized signatory) or a "commercial proxy" (ticari vekil) with more limited powers. The distinction is crucial because a fully authorized representative can perform almost any act within the scope of the company's business, including signing binding contracts and issuing bills of exchange, unless explicitly limited and registered.

Scope of Authority

The authority granted to a representative can range from ordinary commercial acts (like purchasing supplies or issuing invoices) to high-risk actions (like taking out loans, pledging company assets, or entering long-term leases). Unlike a general employee, a Commercial Representative's actions bind the company. It is vital to specify whether they have individual signature authority or must sign jointly (dual signature rule) to validate a transaction.

Third-Party Reliance (Apparent Authority)

In disputes, the key question is often not what the company intended internally, but what authority the counterparty could reasonably assume from documents and conduct. For that reason, businesses should align internal approvals, signature rules, and external-facing documents (signature circulars, bank mandates, PoAs) to avoid unintended binding commitments.

How to Appoint and Document

Appointing a commercial representative should never be informal. It typically requires:

Board Resolution: A formal decision by the Board of Directors clearly defining the person, their title, and the scope of their powers.
Signature Circular: For broad authority, this is notarized and registered with the Trade Registry.
Internal Authorization Guidelines: A detailed internal document (Directive on Signatory Powers) that sets monetary thresholds (e.g., "contracts over $50,000 require two signatures").

Revocation and Termination

Terminating a representative's employment is not enough to stop their ability to bind the company legally. The company must explicitly revoke their signatory powers via a notary and, if they were registered, publish the revocation in the Trade Registry Gazette. Failure to do so allows them to continue binding the company with "apparent authority."

Not the Same as an Agent or Distributor

Commercial representative: authorized to bind the company (within scope).
Commercial agent: typically markets/mediates; authority depends on agreement and law.
Distributor: buys/resells on own account; usually not authorized to bind the supplier.

Key Points to Remember

Scope matters: a commercial representative’s powers can bind the company toward third parties, depending on the appointment type and how it is presented.
Internal limits (amount caps, approvals) may not protect the company unless properly documented and reflected in signature/registry records where relevant.
Use clear documentation: resolution + written authority + signature rules (single/dual signature) and keep banking powers tightly defined.
Revocation must be managed: terminate authority, notify counterparties/banks, and update signature/registry records promptly.

Practical Tips

Implement a "two-signature rule" for significant transactions to reduce fraud risk. Regularly audit the list of authorized signatories held by your banks and the Trade Registry to ensure no former employees remain on the list. Maintain a clear audit trail of who authorized what.

Disclaimer: This glossary entry is for informational purposes only and does not constitute legal advice; appointment rules vary by company type.

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Commercial Representative