Amendments on the Trade Registry Regulation
The Article 40 of the Turkish Commercial Code (in Turkish, ”Türk Ticaret Kanunu” and hereinafter referred to as “TTK”) had already been amended by the Code On Amendments Of Certain Turkish Codes with the Purpose Of Remediation For Invesment Environment numbered 7099 which was published in the Official Gazette dated 10 March 2018. As per the said amendment, Founders’ signatures on Articles of Associations during the establishment of companies and declarations of signatures which are issued during the appointment of the authorized signatories shall be approved before the Trade Registry Office, in lieu of the Notary Public.
Pursuant to the provisions of the Regulation on the Amendment of the Turkish Trade Registry Regulation published in the Official Gazette dated 12 December 2019 (in Turkish, ”Türk Ticaret Sicil Yönetmeliği’nde Değişiklik Yapılmasına Dair Yönetmelik” and hereinafter referred to as “Amendment Regulation”), all declarations of signatures shall be issued, from now on, before the Trade Registry office and not the Notary Public.
As for the declaration of signatures to be issued by the authorized signatories who do not reside in Turkey, they shall be issued at the Notary Public at their country of residence and be apostilled as per the provisions of the Hague Convention, if the relevant country is party to the said Convention. Otherwise, the declaration of signature shall be issued at the Turkish Consulate.
Besides, in accordance with the Amendment Regulation, obligation to submit the bank receipt regarding the payments made to the Turkish Competition Authority during incorporation or share capital increase of joint stock companies and limited liability companies has been abolished. Submitting a voucher proving the relevant payment shall be sufficient.
Furthermore, when a company established in Turkey opens a branch in Turkey, thereis no need anymore to submit to the Trade Registry Office the certified copy of the registration certificate of the company and the last announcements made by the said company in the Turkish Trade Registry Gazette.
Finally, as per the concordat related articles of the Amendment Regulation, it is primarily ensured the nature of concordat concept (i.e. being temporary or permanent) by the relevant articles, and as a result of this, it is now clear that the decisions of the commercial courts regarding the concordat such as temporary or permanent concordat periods granted by the court, the extension of the said periods or the denial of the concordat request of the merchant or the approval of the same or the cancellation of the concordat shall be subject to registration at the Trade Registry.
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