In limited liability companies, management and representation authority are carried out by one or more managers. The Turkish Commercial Code does not impose any minimum or maximum term limits for managers. Accordingly, the duration of a manager's term may be specified in the company’s articles of association or remain indefinite. However, a manager may always terminate their position by resigning. In such cases, to notify third parties, the termination of the manager’s role must be registered with the relevant trade registry and announced. However, this registration and announcement process may lead to certain legal issues and disputes in practice.

Resignation is a unilateral declaration of intent that produces legal consequences upon its receipt by the other party. In this context, when a manager of a limited liability company resigns, there is no need for the company to approve or accept the resignation. The manager’s role is validly terminated upon submission of the resignation statement. The legislation does not prescribe any mandatory form for the resignation statement, whether written or verbal. However, for evidentiary purposes, it is advisable that the resignation be submitted in writing to the company and, if applicable, to other managers. Furthermore, since applications to the trade registry must be made in writing, and the resignation statement is among the required documents, having the statement in written form is legally significant.

Since a manager's resignation takes effect immediately, any actions performed by the resigning manager on behalf of the company after the resignation statement is submitted are legally invalid. However, before the registration is finalized, such invalidity may not be asserted against third parties acting in good faith. The reason for this is that while the resignation takes immediate effect in the internal relationship between the manager and the company, third parties may not be aware of the resignation until it is officially registered. Therefore, it is crucial that the registration process is completed in a timely and proper manner by the competent authorities.

Registration applications may be submitted by interested parties, representatives, or legal successors. According to the Trade Registry Regulation, managers are designated as the authorized persons to apply for registrations related to representation in limited liability companies. However, in practice, there is debate regarding whether resigning managers can apply for the registration of their own resignation. Many trade registry offices require a petition, the resignation statement, and a resolution of the shareholders’ assembly when processing the registration and announcement of a manager’s resignation. Requiring a shareholders’ assembly resolution undermines the unilateral legal effect of the resignation. Furthermore, demanding such a resolution prevents the resigning manager from personally applying for registration. The Supreme Court has issued differing rulings on this matter.

For example, in a 2019 decision, the Supreme Court held that if a company fails to apply for the registration of a manager’s resignation, this constitutes an abuse of rights, and therefore, the resigning manager should have the right to apply for registration. Conversely, in an earlier ruling, the Supreme Court stated that a resigning manager is not among the persons entitled to request the registration and announcement of their resignation. Similarly, in another decision, the court ruled that since the manager's role ceases upon resignation, the registration application should be made not by the resigning manager but by the remaining authorized manager of the company.

In conclusion, requiring a shareholders’ assembly resolution in registration applications contradicts the legal nature of the resignation and deprives the resigning manager of the right to apply for registration. To resolve the legal uncertainties arising from this process, it is essential for the Supreme Court to establish a consistent jurisprudence on this issue.