12 March 2021
The Communiqué Amending the Communiqué on the Signature of the Company’s Articles of Association before the Trade Registry Directorates ("Communiqué") has entered into force by publication in the Official Gazette dated 20 February 2021 and numbered 31401.
I. INTRODUCTION
There are important changes regarding the signature declarations that must be submitted during the incorporation of a company or a commercial enterprise.
As is known, in terms of persons residing in Turkey, the signature declarations issued by the notary public were not being accepted and the signature declarations needed to be signed before the trade registry directorates in person. With the amendment, except for limited liability companies, it has been made possible for signature declarations to be signed before the notaries.
You may find below a summary of the key changes introduced by the amendments.
II. AMENDMENTS
1. The signature data kept in the databases of public institutions and organizations will be obtained electronically and recorded in the Central Registration System (“CRS”).
With the amendment, the obligation to provide the required signature declarations in the presence of authorized personnel before trade registry directorates was abolished. According to the new regulation, the signatures of real person merchants and authorized signatories of a legal entity will be obtained electronically from the signature data kept in the databases of public institutions and organizations and recorded in CRS, for the purposes of registration to the trade registry. Thus, there will be no need to be present in person before the trade registry directorates to submit a signature declaration.
2. In the event that the signature data cannot be obtained from electronic mediums and CRS records, the signatures certified by notaries can be submitted to the trade registry directorates.
In cases where there is no signature record in the database or the records cannot be obtained, the signature declarations of the relevant persons that are certified by notaries or given before any directorate in the presence of authorized personnel will be used. Therefore, signatures can also be approved through notaries and submitted to the trade registry directorates.
In terms of limited companies, in cases where the signature record cannot be obtained electronically, the physical signature declaration can only be issued before the trade registry directorate.
3. In certain cases, re-submission of a signature declaration will not be required.
With the amendment, a separate signature declaration will not be required if the previously provided signature data or signature declaration of the real person merchant or authorized signatories of the legal entity are in the registry file of the relevant commercial enterprise or company.
In the event that a person is appointed as the authorized signatory to both a company and its branch(es), a separate signature declaration will not be required, provided that the company and the branch(es) are within the same registry circle. In this case, a copy of the previously submitted signature declaration will be included in the file of the branch where the person was appointed as authorized signatory by the directorate.
III. ENFORCEMENT OF AMENDMENTS
Although the amendments to the Communiqué entered into force on 20 February 2021, which is the publication date in the Official Gazette, until the necessary infrastructure is established by the Ministry of Commerce, signature declarations will be submitted to the relevant trade registry directorates as certified by the notary or by providing the signature declaration in person before any of the directorates. In order to establish the necessary infrastructure, the Ministry of Commerce will conclude a protocol with the relevant public institutions and organizations.