THE CENTRAL REGISTRY NUMBER SYSTEM (MERSIS)
The Trade Registry Regulation (in Turkish, “Ticaret Sicili Yönetmeliği” and hereinafter referred to as the “Regulation”), published in the Official Gazette dated 27 January 2013 numbered 28541, lays down the overall principles and procedures of the Central Registry Number System (in Turkish “Merkezi Sicil Kayıt Sistemi”, hereinafter referred to as “MERSIS” or the “System”), which is a system that the legal entities and the real person merchants shall be registered. In addition to the said Regulation, more detailed principles and procedures related to MERSIS are left to the Communiqué to be issued by the Ministry of Customs and Trade (hereinafter referred to as the “Ministry”), as per the last paragraph of the Article 13 of the Regulation.
In Turkey, except MERSIS as indicated above, there are three (3) other databases, which are (i) the Identity Sharing System (in Turkish “Kimlik Paylaşım Sistemi”, in short “MERNIS”), which contains the central population data, (ii) the Land Registry and Cadastre Information System (in Turkish “Tapu Kadastro Bilgi Sistemi”, in short “TAKBIS”) that aims to transfer all kinds of property information to electronic environment, (iii) the National Address Sharing System (in Turkish, “Ulusal Adres Paylaşım Sistemi”, in short “UAPS”) that holds the domicile information.
The sub-clause (g) of the Article 4.1 of the Regulation defines MERSIS as an information system that also includes the central common database, which is constituted and managed by the Ministry and the Turkish Union of Chambers and Commodity Exchanges (in Turkish, “Türkiye Odalar ve Borsalar Birliği”). As per the said definition, MERSIS is a system where trade registry transactions can be carried out and trade registry records and the documents that are required to be registered and announced are stored regularly and submitted in the electronic environment.
The fundamental aim of MERSIS is to ensure an electronic environment to the entities and real person merchants in order to make their enrollments and the trade registry transactions, such as the establishment of the company or a branch, change of address, liquidation and/or termination of the company, share transfer and corporate reorganizations, which are the merger, acquisition and the change of the legal form of the company. In addition, the enrollment records of the corporations, cooperatives, sole proprietorships, Turkish branches of the foreign companies, associations and foundations that have to be registered with the trade register are kept in the System. In this regard, the information regarding the address, contact details, shareholders, branches, capital, auditors, persons duly authorized to represent and bind the company, such as managers and commercial pledge (if exists) will be conveyed to MERSIS and integrated by a joint number. Besides, MERSIS ensures access to all kinds of relative information required by the public institutions through one single database and most importantly, sharing information among the private sector will be provided in comply with the confidentiality policy and the statutes determined pursuant to the acquis of the European Union.
Please be informed that MERSIS has started operating on 25 February 2014 by the Istanbul Chamber of Commerce. Nevertheless, the implementation of the System varies in different registers of commerce in respect to complying with the date of commencement. For instance, MERSIS has been recently accomplished in Istanbul, whereas it has been applied in Ankara and Izmir for the last two years. In this regard, not every register applications (except the ones specified under the heading of the “Procedure” below) may be carried out in Istanbul by the System; whereas the companies with a registration number above 350.000 in Ankara and the companies established after the year of 2012 in Izmir have been able to make all kinds of registry applications via the System. In addition, in Izmir, the companies established before 2012 also have the opportunity to make the applications for the head office transfer, change of trade name, scope and objective of the Company, by using MERSIS. However, please kindly note that, the coordination among all registers of commerce in Turkey will be ensured and every registration applications will begin to be performed by MERSIS all around the country as soon as possible.
The companies registered to the Istanbul Chamber of Commerce are entitled merely to make the registration applications of establishment of a new company and/or a branch and transferring the head office to Istanbul from another city through MERSIS. It is important to mention that, electronic signature is not required for the establishment procedures, whereas it is required for the head office transfer. Nonetheless, other registration applications following the establishment of the company will continue to be conducted directly by the registry of commerce, as the current enforcement. However, as per the Regulation, the corporations and other legal or real person merchants are entitled to make all transactions obliged by the law through electronic environment and they may issue the documents based on these transactions by the System. Besides, as per the 5th Paragraph of the Article 13, in the case that the documents are signed by the secured electronic signature, no further notarization is required. For this reason, as it is mentioned above, the Istanbul Chamber of Commerce will soon begin to carry out all registry applications by means of MERSIS, after the System is settled properly.
Furthermore, under the sub-clause (ğ) of the Article 4 of the Regulation, MERSIS number is defined as a particular number given by the System and generated within a special algorithm. All companies that have been registered to the System database get a sixteen digit number. Additionally, pursuant to the Article 13, MERSIS number of a branch and another local department shall be generated by adding sequence number to the headquarters’ MERSIS number. As the said number is exclusively allocated to a particular entity, enterprise and their branch(es), these numbers cannot be changed, according to the Article 13 of the Regulation. In this regard, it is important to note that, as per the Article 19, the trade registry number will be replaced by MERSIS number and the trade registry number given previously will be used as a register file number by the trade register. In other words, MERSIS number will be formed by the tax identity number of companies or by the Turkish identification number of real persons. Therefore, please be informed that, in the case that your company’s tax number is registered to the chamber of commerce incorrectly, your company’s MERSIS number will also be incorrect, as it is generated correspondingly. For this reason, we strongly suggest you to ensure the accuracy of the tax number of your Company registered at the chamber of commerce and inform the chamber immediately, if there is a mistake.
In addition to MERSIS, we would also like to provide some brief information about the obligation of notification in relation with the Article 198 of the Turkish Commercial Code (hereinafter referred to as the “Code”).
The Article 107/1 of the Trade Registry Regulation sets forth the obligation of notification for enterprises and corporations, which acquire or dispose their shares as in the following. As per the first paragraph of the Article 198 of the Code, in case that an enterprise owns an amount of the shares representing five, ten, twenty, twenty five, thirty three, fifty, sixty seven or hundred percent of the capital of a corporation directly or indirectly or if its shares fall under these percentages, such enterprise shall notify (i) the corporation and (ii) the competent authorities indicated in other laws of the situation within 10 days following the completion of the said transactions. Besides, a corporation that receives the said notification shall apply to the trade registry with a petition, which includes the information about the above-indicated rate of the absorption or the assignment of the shares, in order to be registered and announced.
Our Firm remains at your disposal for any further clarifications you may require.