RECENT DEVELOPMENTS REGARDING DECLARATION OF SIGNATURE AND DECLARATION OF DUTY ACCEPTANCE TO BE PROVIDED TO THE TRADE REGISTRY OFFICES

Following the amendment of Article of 40 of the Turkish Commercial Code numbered 6102, the Ministry of Trade published an announcement on MERSIS (the online Trade Registry Central Registration System) related with digital signature declaration (in Turkish, “imza beyannamesinin elektronik ortama taşınması”) and authorization acceptance transactions modules (i.e. declaration of duty acceptance, in Turkish, “Yetki Kabul işlemleri modülü”) on 2 February 2022 as follows:

“In Article 40 of the Turkish Commercial Code No. 6102, it is regulated that the signature data of the persons authorized to sign on behalf of the company/enterprise shall be obtained electronically from the data kept in the databases by the public institutions and organizations and recorded in the trade registry file, so that it is currently physically given to the trade registry directorates. It is aimed to transfer the required signature declaration to electronic environment.

Integration studies carried out in this context with the General Directorate of Population and Citizenship Affairs (“NVI”) of the Ministry of Interior have been completed. Signature samples of persons who are authorized to be added with the new identity card can be taken from NVI electronically and recorded in the MERSIS database.

On the other hand, the “Authorization Acceptance Transactions” module was created in MERSIS in order to carry out the authorization procedures of the persons authorized to sign on behalf of the company/enterprise in electronic environment. The said applications were put into use in all trade registry offices as of 1 March 2022.

It is possible to access the help documents for new applications by following the “User Manual – Digital Signature Declaration Transactions” steps on the MERSIS home page or by following the “Help – Videos – Digital Signature Transactions” steps in the upper right part after logging in to MERSIS.”

In accordance with above announcement, in establishment and amendment applications to the trade registry offices, the signature declarations of Turkish citizens who have new identity card shall be collected from NVI. If a person who does not have new Turkish identity card, a physical signature statement must be submitted to the trade registry system.

With the new module on MERSIS for authorization acceptance transactions (i.e. declaration of duty acceptance), the duty acceptance needs to be made through clicking on the Authorization Acceptance Transactions module of MERSIS and such module shall be activated when the signatories log in to MERSIS with E-Government (e-devlet), E-Signature (e-imza) or Mobile Signature (mobil imza). The signatories who have identity types other than the new identity document must physically issue duty acceptance declaration.

The implementation of abovementioned modules for both signature declaration and duty acceptance declaration will be clarified in progress of time.

Our Law Firm remains at your disposal for any further clarifications you may need.