Power of attorney (vekâletname) is a written authorisation by which a person or company (the principal) empowers another person (the agent) to perform legal acts in its name. In Türkiye it is almost always notarial; the underlying relationship is the agency contract (TCO Arts. 502-514).
Notarial form under Turkish law
Under the Notaries Act (Law No. 1512) the notary either drafts the deed after taking the principal’s declaration and checking identity and capacity (düzenleme) or only certifies the signature on a text brought in (onaylama). Powers to be used at the land registry must be in the drafting form (Notaries Act Art. 89), and notaries apply the same form to most company matters.
Powers of attorney issued abroad
The power can be issued at a Turkish consulate, which performs notarial acts abroad (Notaries Act Art. 191), or before a notary abroad and then legalised: an apostille if that country is party to the 1961 Hague Convention (in force for Türkiye since 29 September 1985), otherwise consular legalisation. The text is then translated by a sworn translator and certified by a Turkish notary. A corporate principal attaches proof of its signatory’s authority, such as a certificate of incumbency.
Acts that need express authority
A power covers the legal acts needed for the business entrusted (TCO Art. 504(2)), but some acts are excluded unless listed: filing a lawsuit, settling, going to arbitration, applying for bankruptcy or composition, undertaking bill of exchange obligations, making gifts, standing surety, transferring or encumbering real estate (TCO Art. 504(3)). “All powers” does not cure the omission, so a company power names incorporation, capital payment, general assembly voting, share transfers and bank accounts.
Power of attorney vs. corporate representation
Who signs for a Turkish company is a question of organ representation, not agency. The board or managers hold authority registered with the trade registry and evidenced by the trade registry certificate and, where still requested, the signature circular. Those registered signatories grant a power of attorney to a named person for defined acts. Limits on organ authority bind third parties only for joint signature or branch business (TCC Art. 371(3)); limits in a power bind as written.
Representation at the general assembly
A shareholder may attend in person or send a representative, who need not be a shareholder (TCC Art. 425). Rights from uncertificated shares and registered certificates are exercised by the person in the share register or that shareholder’s written nominee (Art. 426(1)); bearer shares by the possessor notified to the Central Registry Agency (Art. 426(2)). The proxy follows instructions, though a vote against them stays valid (Art. 427). For listed companies CMB Communiqué II-30.1 adds a prescribed proxy form. In practice foreign shareholders give a notarised and apostilled proxy before each meeting and, at incorporation, one power covering MERSİS filings, the articles and the bank steps; see the foreign founder guide.
Lawyers, duration and revocation
A power to a lawyer carries the Union of Turkish Bar Associations’ stamp; authorities cannot accept it without the stamp (Attorneys Act No. 1136, Art. 27). Without a stated term a power lasts until revoked. Either side may end the agency at any time, but ending it at an inopportune moment obliges compensation (TCO Art. 512); unless otherwise implied, it also ends on death, incapacity or bankruptcy of a party (TCO Art. 513). A revocation not communicated to a third party in good faith cannot be raised against that party (TCO Art. 42(3)), so revocations are served through a notary and notified to counterparties.
Frequently asked questions
Can a foreign shareholder incorporate a Turkish company by power of attorney?
Yes. A notarised and apostilled (or consular) power, translated and certified in Türkiye, lets local counsel sign the articles and handle MERSİS and bank steps; each act must be named (TCO Art. 504).
Does a Turkish power of attorney expire?
Only if it states a term. Otherwise it lasts until revoked or, unless the power implies otherwise, until a party dies, loses capacity or goes bankrupt (TCO Arts. 512-513).
Is a signature circular a power of attorney?
No. The circular evidences organ level authority flowing from the registry; a power of attorney grants defined authority to a chosen person.
Sources. Turkish Code of Obligations No. 6098, Arts. 40-48, 502-514; Turkish Commercial Code No. 6102, Arts. 371, 425-427; Notaries Act No. 1512, Arts. 84, 89, 191; Attorneys Act No. 1136, Art. 27; Hague Apostille Convention of 5 October 1961; CMB Communiqué II-30.1.