• It is the spirit and not the form of law that keeps justice alive.
    Earl Warren

NEW IMPLEMENTATIONS ON TURKISH TRADE REGISTRY

Summary

The new Turkish Commercial Code numbered 6102 which entered into force on 1 July 2012 (“TCC”) introduced numerous significant changes with respect to ways business is conducted in Turkey. Among which, the Central Registry Record System (“MERSIS”) is the one of the new systems, established by the cooperation of the Ministry of Customs and Trade (“Ministry”) and the Union of Chambers and Commodity Exchanges of Turkey (“TOBB”) in accordance with Article 24 (2) of the TCC stipulating that a registered data bank shall be set up by the said Ministry in order to store the required content to be registered and announced electronically. Within this respect the Ministry and TOBB signed a cooperation protocol on 16 August 2013.

Changes

What is MERSIS?

The Trade Registry Regulation defines MERSIS as the information system established by the Ministry and TOBB where all trade registry transactions have been performed, trade registry records and the content that are to be registered and announced, are stored on regular basis. The system itself is one of the main projects in addressing the problem of unrecorded or unregistered transactions as it does not only facilitate establishment of companies but also ensure information security.

Above all, MERSIS provides all commercial enterprises, equity companies and their branch offices with a specific identification number which will replace the trade registry number, social security number and tax registry number. In other words, the companies will no more be required to obtain separate numbers before other relevant public authorities.

Additionally, all trade registry procedures of the companies which are subject to the registration will be conducted online.

What kind of transactions will be performed in MERSIS?

The establishment of the companies/branch offices and other corporate transactions which are subject to registration, such as determination of the signatories of the companies, address changes, capital increases/decreases, amendment of the articles of association will be conducted through MERSIS. In order to perform the registration transactions of a company via electronic means, the representative of such company is required to obtain a secure electronic signature and follow-up the necessary procedures to initiate an application within the system. Such procedure shall not be applied to the transactions to be performed for the initial incorporation of a company through MERSIS. Additionally, MERSIS also allows the representative of the company to appoint a third party through the system to conduct the necessary transaction on its behalf. Upon completion of all required information within the system, all documents should be delivered to the relevant Trade Registry Office for the completion of the registration which is basically the same procedure that has been used during the previous system.

On the other hand, in order to incorporate a company through the MERSIS system, the company should first be registered to MERSIS on the internet and obtain a MERSIS number. Subsequently, all necessary information should be uploaded to the system in order to submit the articles of association of the company and finally a tracking number will be given by the system along with the articles of association of the company.

Conclusion

Although MERSIS was introduced by the Ministry as a revolutionary step for the eliminating the various paperwork required for the registration of commercial transactions of the companies in Turkey, the companies are unfortunately still required to prepare, execute and deliver the required documents to the Trade Registry Offices and the officers are required to physically check the documents before the completion of the registration procedure. Therefore, MERSIS still is yet to prove its ultimate usefulness once such bureaucratic hurdles are finally eliminated. On the other hand, the requirement to obtain a MERSIS number and submit the amendment of articles via standard form provided in the system will inevitably change the practice with respect to incorporation and other corporate transactions of the companies (to further emphasize, the representatives of companies are now required to obtain secure electronic signatures). It is therefore expected that following the transitional period, the online system may ease and speed-up the relevant registration processes.

Other Articles