Abstract:

According to art. 395 of Turkish Commercial Code, a member of the board of director is not allowed to make any transactions on for himself or on behalf of another member without the authorization of the general meeting: otherwise that transaction might be claimed to be null and void. Other party of the transaction can not claim that. This rula also might be Applied to limited companies. According to art. 678 of the Turkish Commercial Code whixh regulates the agency without authorization in bills of Exchange; a person who sighnes a bill of exchange without authorization is personally liable of the bill. According to art 778 of the Commercial Code which regulates the provisions applicable to promissory notes, art. 678 on unauthorized agency in bills of exchange is applicable to promissory notes. In many conflicts before the courts, members of the board of directors are the accepter. After a while members assign the promissory note. The holder turns to the partnership for his claim. If the agency is not considered as unauthorized; this may lead to important damages to the company. On tha other side it should be determined whether the member who pays the amount of the promissory note can recourse to the member who issued the promissory note on behalf of the company.

Keywords: