Who may sign for the hotel company: signature authority, the signature circular and the registry

In a joint-stock company the power to represent belongs to the board and, unless the articles say otherwise, is used by double signature (Article 370 of the Turkish Commercial Code, Law No. 6102). The board's notarized decision naming who represents the company and how is registered and announced at the trade registry (Article 373). A signature circular, the document banks ask for, restates that registered authority.

A sales director signs an agency contract, the agency starts selling, and months later the accountant asks who was actually authorized to sign it. The answer is not on the signature line. It is in the trade registry. After reading this article you will know what company signature authority in Türkiye means, where it comes from, how a board decision becomes a registered signature form, and what your sales office should check before the next contract is signed or accepted.

Why do agencies and banks ask who signs for the hotel company?#

Because a company is a legal person and can only act through people, so the counterparty has to know that the person in front of it can bind the company. The question is about authority, not hierarchy.

The contract is between two companies. The individual writes a signature in the company's name, so the counterparty checks the link between that person and that company. Banks run the same check when an account is opened and when payment or credit instructions are set up, which is why they ask for a signature circular rather than a business card.

Agencies that sell on credit carry payment risk, so an unclear signature becomes a collection problem months later, not a paperwork problem on the day. Titles mislead: general manager, sales director or regional director describes a job in the organization, not a registered power to sign. The check runs in both directions, because the hotel also needs to know who can bind the agency it is dealing with. If you also work with agencies, the wider framework is covered in agreements with travel agencies in Türkiye: certificates, terms and payment.

What do representation authority, signature form and double signature mean?#

Representation authority is the power to act for the company. The signature form is how that power is exercised on paper. Double signature means two authorized people sign together, so neither one alone binds the company in that form.

The company acts through people, and the code decides where that power sits by default. For a joint-stock company, Article 370 of the Turkish Commercial Code places the power of representation in the board, used by double signature, unless the articles of association provide otherwise or the board is a single person, according to the consolidated text of the Turkish Commercial Code on the Mevzuat Bilgi Sistemi (2026) (opens in a new tab).

The signature form is the company name written or stamped together with the handwritten signature of the authorized person or persons, in the manner that was registered. The order and the combination matter. Double signature means two people from the authorized list sign the same document; one of them signing alone does not produce the registered form. Single signature is possible where the articles or the registered decision allow it. The registry announcement, not the code's default, tells you which form is in force at a given hotel.

The articles of association can move the default, which is why two hotels with the same company type can have different rules. The signature circular is the everyday document that restates the registered form for banks, agencies and landlords; it is covered in its own section below.

Does a limit set inside the company bind the outside world?#

Not automatically. What an outsider can check is the registered and announced form of representation. An instruction that never left the building is a different thing from a registered limit.

Hotels commonly set internal rules: contracts above a certain amount go to the board, only two named people may sign agency agreements, the finance director must see every lease. Those rules govern who decides inside the company. They are useful, and they are not visible to an agency in another city.

The registry and its announcement exist so a counterparty can see who signs and how without asking inside the company. That is the whole point of registering the form. The practical consequence for the owner: if a limit should be visible to the outside, put it into the registered form, not only into an internal memo or a job description. The practical consequence for the sales office: check the registered form, and write down what you checked and on which date, so the file answers the question later.

Whether a particular internal limit can be held against a particular counterparty is a question for the company's legal adviser; the registry record is where the general answer stops.

How does a board decision become a registered signature authority?#

In a fixed sequence: the board decides, the decision is notarized, the notarized copy goes to the trade registry, and the registry registers and announces it. The signature circular is produced from that result.

The board decision names the persons and the manner: who may sign, and whether alone or together. Vague wording here produces a vague circular later. Notarization fixes the text and the date; the notary confirms the document, not the commercial choice behind it.

Article 373 of the Turkish Commercial Code requires the board to submit the notarized copy of its decision naming the persons who may represent the company, and how, to the trade registry for registration and announcement, according to the consolidated text of the code (Mevzuat Bilgi Sistemi, 2026) (opens in a new tab). After announcement, an outsider can see the current form. That is exactly what a bank or an agency is looking at when it asks who signs.

The signature circular is then issued, usually in notarized form, restating the registered authority in a document a counterparty can keep in its file. The circular is a copy of the position, not the source of it. If the circular and the registry disagree, the registry is what counts.

Do limited companies follow the same rules?#

Yes. Article 629 of the Turkish Commercial Code applies the joint-stock rules by analogy to limited companies on the scope and limits of managers' representation, on who is authorized to sign, on the form of signature, and on registration and announcement, as the consolidated text of the code (Mevzuat Bilgi Sistemi, 2026) (opens in a new tab) states.

A limited company's manager signs in the registered form, which may be a single signature or a double one, exactly as with a joint-stock company. The route is the same: a decision, notarization, submission to the trade registry, registration and announcement.

The common assumption that a limited company is simpler and therefore looser is wrong on this point. The registry logic travels with the company type. One practical benefit follows: the same check works for both company types, so a sales office does not need two procedures. Sole proprietorships are a different case and sit outside this article; the registry check described here is about companies.

What should the sales office check before signing or accepting a contract?#

Two checks, and both matter: that the person in front of you can bind their company, and that the person on your side can bind yours.

The counterparty's file#

Ask for a current trade registry record or announcement showing the signature form, a signature circular, the signer's identity document, and the company stamp or printed company name. Compare names: the name on the circular, the name on the contract and the name on the identity document must be the same person. A title or a nickname is not a match.

Check the date. A circular older than the last registry change may describe a form that no longer exists, so ask for the current one. If the contract is a software or distribution agreement, the clauses worth reading before signing are listed in hotel software contracts: clauses to read before you sign, and a clause-by-clause walk-through of an agency contract is in a sample hotel and agency contract, clause by clause.

Your own file#

Confirm your own registered form first. If two signatures are required, the second signer must be available before the contract goes out, not after it comes back. Record the check: what you saw, the date, and who signed. A short note in the contract file answers the accountant's question months later. Keep the signed contract, the circular and the registry printout together, so the file tells one story.

When the signer changes, what has to be updated?#

The same route as the first time: a new board decision, notarized, submitted to the trade registry, registered and announced, then a new circular in circulation.

A manager leaving, a new finance director, or a switch from single to double signature is a registry event, not an internal announcement. Until the change is registered and announced, the old form is the one an outsider can see, which is why the filing date belongs in the contract file.

Old circulars survive in drawers, email attachments and bank files. Collect them and issue dated replacements rather than assuming they were discarded. Tell banks, agencies and landlords in writing, and ask each of them to confirm which document they now hold. A contract signed after a person's authority ended is a dispute waiting to happen; the registry dates settle the sequence, which is why the filing date belongs in the contract file.

The appointment question is separate from the signing question. A general manager may be the employer's representative for labor purposes and still need a second signature for a commercial contract; that distinction is explained in is the hotel general manager the employer's representative? Appointment and liability.

What to do next#

Before the next contract leaves the building, pull the current registry announcement and the signature circular for both companies and put them in the contract file with the date you checked. The parts fit together in that order: the code places the power, the board decision and the registry make it visible, the circular carries it to the counterparty, and the sales office check confirms the two match on the day of signature.