DECLARATION OF SIGNATURE TO BE PROVIDED TO THE TRADE REGISTRY
As mentioned in our Newsletter of December 2019, as per Article 40 of the Turkish Commercial Code (the “Code”) as amended on 10 March 2018:
- The founders of a company and
- The authorized signatories of a company
shall have their signatures approved by the officer of the Trade registry, only. In other words, it will not be possible anymore to submit to the trade registry the specimen of signature approved by the Notary Public. The company’s founder (if he/she does not appoint any proxy) or the authorized signatory who will be appointed by the Company shall commute to the competent trade registry office so as to have his/her specimen of signature approved by the said officer.
The same obligation is provided in the Regulation on the Amendment of the Turkish Trade Registry Regulation entered into force on 12 December 2019; all declarations of signatures shall be issued before the Trade Registry office, and not the Notary Public.
As for the authorized signatories who do not reside in Turkey, it was possible to submit to the Trade registry their declaration of signatures approved by the Notary Public at their country of residence and apostilled as per the provisions of the Hague Convention of 1961 (if the relevant country is party to the said Convention) or approved by the Turkish Consulate’s officer at their country of residence.
However, we have been orally informed by the Trade registry of Istanbul that, according to a recent internal communiqué of the Ministry of Trade which is alleged to have been sent to all trade registry offices on 11 May 2020 and which is not shared with third parties; it will not be possible any more for the authorized signatories, who do not reside in Turkey, to submit to the Trade registry the apostilled declaration of signatures; only the declaration of signature approved by the Turkish Consulate’s officer at their address of residence will be accepted by the Trade Registry office.
We have requested from the Ministry of Trade to kindly provide us with further information about the legal basis of this internal communiqué; we will inform you about their replies to our questions.
Our Law Firm remains at your disposal for any further clarifications or assistance you may need about the subject matter.