Promissory Notes in Joint-Stock Companies: Why Two Signatures Matter
Article 365 of the Turkish Commercial Code designates the board of directors as the default representative of a joint-stock company (A.Ş.). When issuing promissory notes or bills of exchange, article 370/1 requires at least two board members to sign, unless the board consists of a single member or the articles of association explicitly provide otherwise. This is commonly known as the “double-signature rule.”
Legal Background
- TCC art. 365: The board represents the company externally.
- TCC art. 370/1: Cambial undertakings (promissory notes, bills) generally need two board signatures.
- Supreme Court 2012/82 E., 2012/247 K.: A single board member’s signature does not bind the company; the note becomes enforceable only with two authorized signers.
Exceptions
- Single-member board: If the board has only one director, that single signature suffices.
- Articles of association: They may introduce alternative representation schemes (e.g., one board member plus the CEO).
- Delegated authority: The board may delegate representation, but cambial powers must be registered and published.
Practical Checklist
- Print the full company name and verify signature specimens (imza sirküleri).
- Ensure two authorized directors sign the promissory note, unless an exception applies.
- Update internal bylaws and trade registry filings whenever representation powers change.
FAQ
What if only one director signs? The company is not bound; the signatory may face personal liability, as confirmed by the Supreme Court ruling 2012/82 E., 2012/247 K.
Can the general manager sign? Only if the board delegated that authority and it was duly registered and announced.
Is an electronic signature acceptable? Yes, provided the authorized directors use qualified e-signatures and the double-signature requirement is still met.
Takeaway
Promissory notes executed by joint-stock companies must respect the double-signature principle to remain enforceable. Senetyaz helps corporate teams manage signature matrices, delegation records, and reminder workflows so that every bono complies with TCC requirements.