RECENT DEVELOPMENTS REGARDING DECLARATION OF SIGNATURE TO BE PROVIDED TO THE TRADE REGISTRY OFFICES
What has changed?
The practice of the execution of the incorporation articles of association and the signature declaration of the companies has changed in the communiqué.
With the Amending Communiqué, the signature data of real person merchant and those are authorized to on behalf of legal entity will be obtained electronically by the trade registry provided that the signatures of these individuals have been recorded in the databases of public institutions and organizations and recorded directly in the trade registry file kept in MERSIS (the Central Registration System) and it will be possible to carry out the company establishment processes through electronic database without the need to visit the relevant trade registry office.
Prior to the amendments to the Communique, it was mandatory for the authorized signatory representatives in Turkey to execute the signature declarations before the trade registry offices.
In accordance with the Article 3 of the Amending Communiqué, the following amendments were made in the Article 12 of the Communiqué on the Execution of the Incorporation Articles of Association Before Trade Registry Offices (in Turkish “Şirket Kuruluş Sözleşmesinin Ticaret Sicili Müdürlüklerinde İmzalanması Hakkında Tebliğ”) (hereinafter referred to as the “Communiqué”), setting forth that:
- The signatures of the real person merchants and the signatures of those authorized to sign on behalf of the legal entity merchant are obtained electronically from the signature data kept in the databases of public institutions and organizations and registered in MERSIS during their registration at the trade registry office.
- The signature data kept in databases by public institutions and organizations shall be obtained by a protocol to be executed between the Ministry of Trade and the relevant institution or organization.
- If there is no signature record in the relevant database or if the record cannot be obtained, the signatures of the relevant persons shall be submitted to the trade registry office by having them notarized or by making a written statement in the presence of authorized personnel in any authorized directorate.
- Signature declaration of authorized signatories residing abroad may be prepared by the approval of their signatures by the Turkish Consulates or must be apostilled from competent authorities entitled as per such country’s legislation in accordance with the Convention Abolishing the Requirement of Legalization for Foreign Public Documents and submitted to the trade registry office together with a notarized Turkish translation.
- In cases where the signature record cannot be obtained electronically in the registration of the establishment of limited liability companies, the declaration of signature may only be issued at the trade registry offices.
In case a person is appointed as authorized signatory to a branch or to more than one branch of the company, provided that the company or its branches are within the same registry region, a separate statement of signature will not be issued.
In accordance with the provisional article included in the Communiqué, the obligation to execute signature declaration physically will continue until the Ministry of Trade electronically provides the signature data kept in the databases of the public institutions and organizations.
The amendments to the Communique brings certain benefits to the trade registry practices relating to signature declaration which created delays for companies during these challenging times. It is now necessary to wait for announcements of the Ministry of Trade and the relevant public institutions and organizations and be in close contact with the trade registry offices until the Ministry of Trade completes the electronic provision of signature data kept in the databases of the public institutions and organizations.
Our Law Firm remains at your disposal for any further clarifications you may need.