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  • Av. İlhan Subaşı

DOUBLE SIGNATURE ON THE BOND

The Turkish Commercial Code requires the signature of the issuer (issuer) on the promissory note as a mandatory element. However; In practice, we often see that there are double signatures in the deed. So, what is the validity status of the bills with double signature or single signature? The answer to this question should be answered separately in terms of real and legal persons.


REAL PERSONS

The presence of a single signature on the bill issued by real persons is sufficient for the deed to be valid. If there are two signatures on the promissory note, the double signature of the drawer on the bond is as valid as a bill issued with a single signature. However; If the second signature in the bond belongs to someone other than the issuer, it will be considered a guarantor. Aval makes the person liable together with the drawer as a guarantor against the creditor. Therefore, if the double signature on the bond belongs to different persons, the creditor may apply to the drawer as well as to the giver of the aval (guarantor).


LEGAL ENTITIES

In some cases, double signatures in the bills issued by the authorized representative bodies of legal entities differ. Board of directors in joint stock companies and company directors in limited companies can issue promissory notes (bonds) without the need for a special authorization. Unless one of the members of the board of directors is specifically authorized in the articles of association of joint stock companies or if the board of directors does not consist of a single member, the double signature rule is valid in representation. Therefore; If the joint stock company is going to go into debt by issuing a promissory note, the bill must be signed by at least two members of the board of directors authorized to represent it. Otherwise, the personal liability of the person on the bond will be in question. If a person authorized to represent the company is determined, the double signature on the bond differs in some cases. Namely; A single or double signature on the bond without exceeding the company stamp only renders the company indebted. However; If the second signature signed on the bond is left out of the company stamp, it is considered as a guarantor. This makes the person authorized to represent the company in debt together with the company.


The Supreme Court of Appeals evaluated this situation as follows in its decision numbered 12.HD E. 2015/29877 K. 2016/6683; In accordance with Article 776/1-g of the TCC, it is mandatory for the document subject to follow-up to contain the "signature of the issuer" in order to carry the foreign exchange character. In the aforementioned article, only mention of signature and presence of more than one signature is not stipulated as a condition for liability. In accordance with Article 678 of the same Law, which should also be applied to bonds (promissory note) with the sending of article 778 of the TCC, the signature of the company official on the promissory note, other than the company stamp, makes himself responsible. Again, in accordance with Articles 701 and 702 of the same law, which should also be applied to bonds with the reference of Article 778 of the TCC, every signature placed on the front of the bond, other than the issuer, is considered an annotation.


Lawyer İlhan Subaşı, LLM & App. to Law Aziz Beşaltı, LLB

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