Why corporate authority is a core seller check
When the seller is a Turkish company, a company name, stamp or business card does not establish signing authority. The buyer must confirm that the legal entity exists in the current registry and that the individual signing the sale contract, settlement instructions or related documents is entitled to represent it on the relevant date. Turkey’s Ministry of Trade describes the trade registry as a state registry containing information that third parties need to know about merchants and commercial enterprises. MERSİS is the central system used for registration, amendments and deregistration and for storing registrable and publishable company information. The correct starting point is therefore the current registry, not a document copied from an old transaction file.
Identify the legal entity before testing the individual
Obtain the company’s full registered name, MERSİS number, trade-registry number, registered seat and address. Match these details against the sale contract, invoices, receiving bank account and the owner shown in title or property records. A familiar brand name may not be the legal seller. Likewise, two companies belonging to the same group remain separate legal entities; one group company does not automatically have authority to dispose of real estate owned by another.
Read the representation method, not just the job title
Turkish corporate representation can be individual (münferiden) or joint (müştereken) and may be subject to a term or other registered limits. MERSİS guidance expressly provides for recording authorised persons, the form of representation and the period of authority. Check whether the proposed signatory may act alone, must sign with another representative, or has an authority that has expired. A person’s title such as manager, director or board member does not by itself answer these questions.
Use the latest registry position
Managers, directors, representation rules, registered addresses and legal status can change. Review current MERSİS and trade-registry information and the latest relevant registrations or announcements rather than relying on an old signature circular or internal resolution. If an attorney-in-fact is signing, inspect the power of attorney itself: issuer, scope, date, validity, authentication requirements and whether the power clearly covers the proposed real-estate act. A broad commercial mandate should not be assumed to include every property disposition without checking its wording and applicable rules.
Connect company authority to the specific property
Even a valid corporate representative can only bind the correct company. Confirm that the company is the registered owner or otherwise has a legally documented right to sell and receive the price. Match the title owner to the corporate registry identifiers. Where a developer, marketing company or group affiliate signs on behalf of another owner, map the legal chain that gives it authority. A marketing agreement, collection arrangement or intra-group relationship is not automatically equivalent to a power to transfer title.
Check the payment path as part of authority
The receiving bank account should make sense within the documented transaction structure. A request to send the property price to a manager’s personal account is a serious discrepancy. Payment to another group company, agent or escrow arrangement may be legitimate in some structures, but it requires a written basis and a clear explanation of how the payment legally discharges the buyer’s obligation to the true seller. Preserve account-holder details and bank instructions as part of the transaction evidence.
Red flags that require an exception
Important warning signs include a mismatch between the company name in the contract and registry, expired representation authority, a single signature where the registry requires joint representation, a power of attorney that does not clearly cover the sale, payment instructions to a third party without a documented basis, refusal to disclose MERSİS or trade-registry identifiers, or a company that has entered liquidation. Recent changes in directors or signatories should trigger a fresh check before completion.
Close the review with an audit trail
Create a dated authority memo recording the company identifiers, registry source, authorised persons, form and duration of representation, property-ownership link, relevant power of attorney or corporate decision, and payment path. Keep copies or verifiable references to the official records used. Another reviewer should be able to reproduce why the signature was accepted. For high-value or complex structures, Turkish counsel should review the corporate and representation documents before final execution.
Official sources
The primary references are the Ministry of Trade pages on the trade registry and MERSİS, MERSİS guidance on authorised representatives and representation forms, and TKGM’s property-acquisition document guidance requiring representation evidence when a representative acts. Because corporate authority can change, the registry should be checked again close to signing and payment.
Additional questions and context
Does a company stamp prove authority?
No. Authority must be confirmed from current registry and representation records.
What does joint representation mean?
One signature may not be sufficient; the registered representation rule may require one or more additional authorised signatories.
Is a manager automatically entitled to sell company property?
Not necessarily. The current form and limits of representation must be checked.
Can the purchase price be paid to a manager personally?
That is a serious discrepancy and should not be accepted without a clear legal basis and documented payment structure.
When should authority be rechecked?
As close as practical to signing and release of the final payment.
