Whether it is a commercial company or an ordinary company, how and by whom decisions will be taken in a shareholder structure is an important problem. This is because the shareholders may have equal shares and the right to speak, or they may be multi-partners as in joint stock companies. In both cases, it is important to be able to take decisions quickly, to use the representation authority of the company and to protect its interests.
Forcommercial companies, this need is fulfilled by the board of directors. The board is one of the compulsory organs of companies. Although there are some different obligations in different types of companies, some common responsibilities come to the agenda. These responsibilities sometimes lead to compensation and sometimes to imprisonment. Obligations are regulated in two ways as general and special in the Turkish Commercial Code. General liabilities mean the breach of the duty of care that the partners expect from each other. In terms of general obligations, the state of fault is sought, and the partner can get rid of his/her responsibility by proving his/her fault. Special obligations are listed as follows
- Prohibition of doing business with the company
- Borrowing on behalf of non-shareholder board members or their relatives listed in the TCC
- Acting as a representative on behalf of oneself or on behalf of another person in the affairs falling within the scope of the partnership
- Prohibition of participation in negotiations
- Documents and declarations are contrary to the law
- Misrepresentations about the capital or knowledge of inability to pay
- Corruption in valuation