Can a Foreign Legal Entity Be a Board Member in Turkey? TCC Article 359

1. TCC Article 359 expressly allows a legal entity to sit on the board

Article 359 of Turkish Commercial Code No. 6102 regulates the number and qualifications of board members of a Turkish joint stock company. Article 359(1) states that a joint stock company has a board consisting of one or more persons appointed in the articles of association or elected by the general assembly. Article 359(2) then deals directly with legal entities: if a legal entity is elected as a board member, the legal entity and one natural person designated by it to act in its name are registered and announced.

This structure is important because Turkish law does not pretend that the natural person is the board member. The legal entity is the member. The natural person is the single registered human representative through whom that legal-entity member exercises its board functions. This is materially different from electing an employee or director of the foreign parent company personally.

The rule is particularly useful for international groups. A foreign parent or holding company can occupy a board seat in its own corporate capacity and can change the individual who represents it without transferring the board seat to that individual.

2. The legal entity can be a foreign company, not only a Turkish company

Article 359(2) uses the concept of a legal entity and does not impose a Turkish-incorporation requirement on the legal-entity board member. Turkey’s foreign-investment framework also applies national treatment to foreign investors subject to international agreements and special laws. As a result, a foreign corporation can be appointed as a board member of an ordinary Turkish joint stock company when the corporate and registry requirements are satisfied.

The Presidency of the Republic of Türkiye Investment Office’s current company-formation guidance expressly addresses this situation. Its 2026 guidance states that where a foreign legal entity will be appointed as a board member of the prospective Turkish company, the appointment and the name of the natural person who will act on behalf of that legal entity should be stated in the relevant corporate resolution or a separate resolution.

The general ownership framework is explained in our Can a Foreigner Own 100% of a Turkish Company? guide. Board membership is a separate governance question: a foreign company can be a shareholder, a board member, both, or neither, depending on the structure.

3. The foreign legal entity must designate one natural person

TCC Article 359(2) requires one natural person to be designated to act in the legal entity’s name. The statute uses a single-person model: only the registered person may participate and vote for that legal-entity member. The foreign parent cannot send a different executive to each board meeting without first making the legally necessary change to the designated representative.

Article 359(3) requires the natural person registered for the legal entity to have full legal capacity. This capacity rule should be checked before the corporate resolutions and registry file are finalised.

The designated person does not have to be a shareholder in the Turkish company. Nor does Article 359 impose a general rule that the person must be an employee of the foreign legal entity. The designation should nevertheless be supported by the foreign legal entity’s competent corporate organ and should be consistent with its own governing law and authority rules.

A group should also distinguish this designation from a power of attorney. The Article 359 representative is the registered person through whom the legal-entity board member participates in board activity. A power of attorney is a separate instrument by which someone is authorised to perform specified acts. One does not automatically replace the other.

4. Both the legal entity and its designated person must be registered and announced

Article 359(2) is explicit that the legal entity and the one natural person designated to act in its name are registered and announced. This means that an internal parent-company email naming a representative is not enough to complete the Turkish corporate-law step.

The relevant appointment and designation should be reflected in the Trade Registry file. The article also states that the fact of registration and announcement must be disclosed immediately on the company’s website. Companies subject to the TCC’s mandatory website regime should therefore coordinate the registry step with their corporate website compliance.

Registration is not a cosmetic formality. Only the registered natural person can attend and vote on behalf of the legal-entity board member. If an international group changes its designated executive, the Turkish company should not simply start using the new executive at meetings while leaving the registry unchanged.

5. A foreign legal entity needs a corporate-status and authority file

The current Investment Office guidance lists the key documents for a foreign legal entity participating in Turkish company formation. These include a certificate of activity or equivalent official document issued by the competent authority in the investor’s country showing the legal entity’s current status and authorised signatories. The exact document name varies by jurisdiction: certificate of good standing, commercial-registry extract, certificate of incumbency or a comparable registry instrument may be used depending on the country and what the Turkish Trade Registry requires.

The foreign legal entity also needs a resolution from its competent corporate organ authorising the Turkish investment. Where the foreign legal entity will itself serve as a board member, the official guidance states that the appointment of the legal entity and the name of the real person acting in its name should be stated in the same resolution or a separate resolution for clarity.

The resolution should be drafted so that Turkish registry officials can identify the foreign company, the Turkish company, the board appointment and the designated representative without reconstructing the authority from several inconsistent documents. Names should match passport and registry records exactly, including middle names where used.

Where the foreign legal entity also holds shares, its ownership documentation and board-member documentation can overlap but should not be conflated. Shareholder status does not by itself appoint the foreign company to the board.

6. Documents executed abroad must satisfy Turkish authentication and translation rules

The Investment Office’s current official formation guide states that, with the stated exception for the first listed corporate-status document depending on the route, documents issued and executed outside Turkey must be notarised and apostilled or, alternatively, ratified by the Turkish consulate in the country of transaction. Original foreign documents must then be officially translated into Turkish and notarised for the Turkish registration file.

The correct route depends on the issuing country and the document. An apostille is used where the Hague Apostille Convention applies between the relevant states and the document is eligible. Where that route is unavailable, consular legalisation can be required. A private English translation prepared by the foreign parent is not a substitute for the translation/authentication chain required by the Trade Registry.

Timing matters. Corporate-status documents can have practical freshness requirements in registry practice. The group should therefore obtain documents close enough to the filing date and avoid completing apostille and translation work on a document that the registry will treat as stale.

For foreign investors who will complete procedures through counsel, a separate Turkish-valid power of attorney should authorise the registry and related filing acts. The company-formation guide expressly lists a notarised power of attorney where the process is handled by proxy.

7. Only the registered natural person may attend and vote for the legal-entity member

TCC Article 359(2) contains an unusually clear operational rule: only the registered person may attend meetings and vote in the legal entity’s name. A foreign parent cannot treat the board seat as a freely rotating corporate seat at each meeting.

This rule should be reflected in notices, attendance lists, board minutes and electronic-meeting arrangements. If the registered person is unavailable, the group must consider the lawful mechanism for changing the representative rather than informally substituting another employee.

The designated person casts the vote for the legal-entity board member, but the person should act within the legal entity’s internal instructions and Turkish directors’ duties framework. Internal group instructions do not displace mandatory Turkish corporate law or the board’s duties toward the Turkish company.

Where the Turkish company has several board members, quorum and voting are determined under the TCC, the articles of association and any valid governance provisions. The presence of a foreign legal-entity member does not create a separate voting formula unless the articles lawfully establish different governance rights.

8. The legal entity—not the designated individual—is the elected board member

The legal architecture matters for responsibility. Under Article 359(2), the legal entity is elected to the board and the natural person acts in its name. The natural person should therefore not be described in corporate records as though he or she personally owns the board seat when the legal entity is the appointed member.

This distinction does not mean the natural person can ignore Turkish law. Depending on the conduct and the legal basis invoked, personal responsibility can arise under rules outside the mere fact of board membership. The foreign group should analyse specific tax, public-debt, employment, criminal and regulatory exposure separately rather than assuming that Article 359 creates absolute immunity for individuals.

Likewise, the legal entity’s board membership can carry liability under the TCC rules applicable to board members. The group should maintain a clear decision trail showing the Turkish company’s interests, conflicts, approvals and the authority behind material transactions.

If the foreign investor uses a Turkish limited company rather than a JSC, the governance structure is different: limited companies are managed under the TCC provisions on managers, not Article 359’s joint-stock-company board regime. Our Removing a Manager from a Turkish Limited Company guide explains part of that distinct structure.

9. TCC Article 362 limits a board member’s term to three years at a time

TCC Article 362 provides that board members are elected for a maximum term of three years. Unless the articles of association state otherwise, the same member can be re-elected. The rule applies to a legal-entity board member as the member itself occupies the seat.

The group should therefore track two different timelines: the legal entity’s board term and the designation of the natural person who represents it. Changing the representative does not necessarily mean the legal entity’s board term has ended; conversely, re-electing the legal entity for a new term should be documented even if the same natural representative continues.

Foreign parent companies often change officers on a global schedule that does not match the Turkish subsidiary’s general-meeting calendar. A corporate secretarial process should connect those foreign changes to the Turkish Trade Registry so that a former executive is not left as the registered Article 359 representative.

10. Being a board member is not automatically the same as holding sole signature authority

Board membership and authority to represent the Turkish company are related but distinct questions. The articles of association, board resolutions, TCC representation rules and Trade Registry records determine who can bind the company and whether signatures are individual or joint.

A foreign legal entity can therefore be a board member without the designated natural person automatically having unlimited standalone signing authority for every transaction. The Turkish company’s representation structure must be checked separately and registered as required.

This distinction is important for banks, contracts, employment documents, real-estate transactions and litigation authorities. A counterparty should not infer signature power merely from the fact that a person appears as the Article 359 representative of a legal-entity board member.

For groups choosing between operating through a Turkish subsidiary and a branch, see Branch or Subsidiary in Turkey for a Foreign Company?. A branch has no separate board equivalent to the board of a Turkish JSC.

11. Special-sector law can impose additional nationality or governance conditions

The general Article 359 rule must be read with the Foreign Direct Investment Law’s express reservation for special laws. Certain regulated sectors can impose foreign-ownership, licence, board-composition, nationality, residence, security-clearance or regulator-approval conditions that do not apply to an ordinary unregulated company.

For that reason, a foreign bank, insurer, broadcasting company, aviation company, maritime business or other regulated undertaking should not rely only on the generic TCC rule. The sector statute and regulator’s current licensing rules must be reviewed before the board appointment is filed.

The same principle applies when the Turkish company is subject to capital-markets or public-company governance requirements. Article 359 provides the corporate-law baseline; it does not disapply mandatory sector governance.

12. A practical filing checklist for an international group

Before appointing a foreign legal entity to the board of a Turkish JSC, the group should confirm that the articles of association permit the planned board structure and that the general assembly or other competent body will make the appointment. The foreign entity should identify its competent organ under its home law and adopt a clear resolution accepting or authorising the Turkish board role and designating one natural person.

The file should contain a current corporate-status certificate or registry extract, evidence of authorised signatories, the relevant board/shareholder resolution, passport/identity information for the designated person, required Turkish tax/identification details, and a power of attorney where a Turkish representative will handle filings. Foreign documents should pass through the correct apostille or consular authentication and Turkish translation/notarisation route.

After the Turkish appointment, the company should complete Trade Registry registration and announcement, update mandatory website disclosures where applicable, update internal board records and signature/representation documentation, and verify bank and counterparty records. If the designated person changes, the change should be treated as a registry event rather than an informal personnel substitution.

If the foreign parent is also becoming the sole shareholder, use the separate ownership analysis in our 100% foreign ownership guide. If the investor is acquiring an existing Turkish limited company instead of a JSC, the TCC Article 595 share-transfer guide addresses the different transfer formalities.

Conclusion

A foreign legal entity can be a board member of a Turkish joint stock company. TCC Article 359(2) expressly allows legal-entity board membership and requires one natural person designated by the legal entity to be registered and announced with it. Only that registered natural person may attend and vote for the legal-entity member. Article 359(3) requires full legal capacity, while Article 362 limits each board term to a maximum of three years.

For international groups, the critical compliance point is documentary precision. The board seat belongs to the legal entity; the natural person is its registered representative. Foreign corporate authority, Turkish Trade Registry filing, apostille/consular formalities, translation, website disclosure and separate representation authority should be structured as one governance file.