What Is A Commercial Representative?
The field of activity and business volume of the commercial enterprise may require the merchant to receive assistance from other persons. We call these persons, from whom the merchant receives assistance regarding his commercial enterprise, as merchant assistants. According to their working principles, merchant assistants are divided into two as dependent merchant assistants and independent merchant assistants.
Dependent merchant assistants are commercial representatives, commercial agents and marketers.
Independent merchant assistants are agents, brokers and commission agents.
DEPENDENT MERCHANT ASSISTANTS
Dependent merchant assistants carry out their work in accordance with the orders and instructions of the merchant, their working hours and procedures are determined by the merchant and only real persons can be dependent merchant assistants.
A-COMMERCIAL REPRESENTATIVE
The commercial representative is regulated between articles 547-550 of the Turkish Code of Obligations numbered 6098.
Commercial representative
I. Definition and authorisation
ARTICLE 547- A commercial representative is a person who is explicitly or implicitly authorised by the owner of the commercial enterprise to manage the commercial enterprise and to represent him/her in the transactions related to the enterprise under the trade name, with the authority of commercial representation.
The business owner is obliged to register the authorisation of commercial representation with the trade registry; however, the liability of the business owner for the acts of the commercial representative does not depend on the registration.
Appointment of a commercial representative is made by a unilateral declaration of will. The law does not subject the declaration of will to any form. According to Article 547/2 of the TCO, it is obligatory to register the authorisation of representation with the trade registry. The registration must be made within 15 days following the appointment of the commercial representative. The title of commercial representative is not acquired through registration, in other words, registration is not constitutive. Registration aims to inform third parties about the situation.
II. Scope of the authorisation of representation
ARTICLE 548- The commercial representative is deemed to be authorised to make foreign exchange commitments on behalf of the business owner and to carry out all kinds of transactions that fall within the purpose of the business on behalf of the business owner against third parties in good faith.
Unless expressly authorised, the commercial representative may not transfer immovable property or limit it with a right.
According to paragraph 548/1 of the TCO, the commercial representative is authorised to perform all kinds of transactions in accordance with the purpose of the enterprise. He/she may make foreign exchange commitments, purchase immovable property, and appoint a commercial agent. According to paragraph 548/2 of the TCO, the commercial representative may not transfer the immovable property belonging to the enterprise or limit it with a right, unless specifically authorised.
III. Limitation of representation authority
ARTICLE 549- Representation authority may be limited to the affairs of a branch.
The authorisation of representation may also be limited on condition that more than one person signs together. In this case, the fact that one of the representatives has signed without the participation of the others does not bind the business owner.
The above-mentioned limitations on the power of representation shall not be binding on bona fide third parties unless they are registered in the trade registry.
Other limitations on the power of representation, even if they are registered, cannot be asserted against bona fide third parties
Pursuant to Article 549, it is possible to limit the powers of the commercial representative to the affairs of a branch or joint representation. The limitations regarding the commercial representative must be registered. In case of non-registration, the limitation of the representation authority shall not be effective against third parties in good faith.
IV. Termination of representation authority
ARTICLE 550- Even if the authorisation of representation is not registered in the trade registry, its termination shall be registered.
As long as the termination of the authorisation of representation is not registered and announced in the trade registry, this authorisation shall remain valid for bona fide third parties.
The power of representation shall terminate in cases such as dismissal, resignation, bankruptcy of the merchant or death of the commercial representative. Since the registration of the authorisation of representation is compulsory, the registration in the trade registry must be deleted in case of termination of the authorisation of representation.
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