Representative Authority and Unauthorised Representation

Legal Article · 12 November 2026
Av. Thomas Andreas Di Constantinople

Under Article 40 of the Turkish Code of Obligations, a transaction made by an authorised representative in another's name and on their behalf takes effect directly for the principal. It must fall within the authority and generally disclose representative capacity. Merely saying that one acts for another does not prove actual authorisation.

Authority's scope is determined from statute or the authorising transaction according to its source. Where notified to third parties, the notification's content also matters. Representation and mandate are distinct: mandate concerns the internal duty to act, while representation concerns whom the transaction affects externally.

A person not disclosing representative capacity is generally personally bound. Article 40 separately regulates cases where the other party inferred or should have inferred representation, or where the counterparty's identity was immaterial. These exceptions do not produce direct effects in every undisclosed representation relationship.

An unauthorised representative's transaction binds the principal only upon ratification. The other party may grant an appropriate period for a response. Without ratification, the representative's liability is assessed under Article 47 of the Turkish Code of Obligations. Initial authority, its scope, and subsequent ratification therefore require separate examination.

Legal Basis: Turkish Code of Obligations No. 6098, Articles 40–48. Official legislative text.

This article has been prepared for general legal information purposes.