Can a Lawyer Be a Limited Liability Company Manager?

Company Management, Representation and General Meetings

Prepared by: Constantinople

Being a shareholder in a limited liability company and being its manager are different. Article 12 of the Attorneyship Law contains an exception for company shareholding; it cannot be assumed that management of a limited liability company falls within that exception. Disciplinary decisions of the Union of Turkish Bar Associations assess managerial office separately in terms of participation in management and representation of commercial operations.

There is therefore an important professional distinction between a lawyer merely contributing capital and representing the company with their signature. Registering a role in the trade registry does not resolve its compatibility with legal practice. Receiving no remuneration or the company's belonging to family members does not automatically make review unnecessary either.

The express statutory exceptions for shareholding and the chairmanship or membership of a joint stock company's board must be read separately. These exceptions do not, however, mean that every commercial position or all additional executive activities are unrestricted. Delegation of authority, the work actually performed and professional independence must be assessed together.

Prepare the appointment resolution, signing authority and duties actually to be performed together. Shareholding and commercial management and representation roles are examined separately under current professional rules.

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