In relation to the practices of signature declarations, (i) Turkish Commercial Code No. 6102 (“TCC”) was amended on February 3, 2021 and (ii) the Communiqué on the Execution of the Incorporation Articles of Association of Companies in Trade Registry Directorates (“Communiqué”) was amended on February 20, 2021 .
In this context, amended Article 40 of the TCC enables the signatures of the persons authorized to sign on behalf of the real person merchants and legal entity merchants to be electronically obtained by the trade registry directorates from the signature data kept in the databases by public institutions and organizations; and provides that such signature data shall be recorded in the registry file in the central common database.
Pursuant to the amendment made in the Communiqué, which is in parallel with the amendment to the TCC, the signatures of the persons authorized to sign on behalf of the real person merchants and legal entity merchants will be electronically obtained from the signature data kept in the databases of public institutions and organizations during the registration with the trade registry thereof and recorded in the Central Registration System (“MERSİS”). The signature data kept in the databases of public institutions and organizations will be electronically obtained through a protocol to be executed between the Ministry of Commerce and the relevant institution and organization. In accordance with the amendment, in case the signature data can be electronically obtained, such persons will not be required to submit a signature declaration before notaries or trade registry directorates.
Prior to the amendments to the Communiqué, the signature declarations of the authorized signatories in Turkey could only be issued in any trade registry directorate and signature declarations issued before notaries were not accepted. Pursuant to the amended Article 12 of the Communiqué, the option of issuing a signature declaration before a notary public has also been introduced, and in case there is no record of signature in the relevant database or no record of signature can be obtained, the signatures of the relevant persons will be submitted to the trade registry directorate either through (i) physically going to the notary public by having the signature notarized or (ii) making a written statement in the presence of an authorized personnel in any trade registry directorate. In accordance with the transitional period provision of the Communiqué, until the signature data kept in the databases by public institutions and organizations are electronically provided by the Ministry of Commerce, signature declarations will be submitted to the trade registry directorates through the legalization of the same before notaries or trade registry directorates by physical attendance. In order for a signature declaration to be physically submitted before the trade registry directorates, the registration application will be sent for approval via MERSİS and a request number will be obtained. On the other hand, in cases where the record of signature cannot be electronically obtained in the registration of the incorporation of limited companies, the signature declaration could only be physically issued before the trade registry directorates and signature declarations issued before the notaries will not be accepted.
The signature declarations of the authorized signatories in a foreign country should either be (i) certified by the Turkish consulate or (ii) apostilled pursuant to the provisions of Convention Abolishing the Requirement of Legalization for Foreign Official Documents and submitted to the trade registry directorate together with the notarized Turkish translation thereof.
Another amendment to the Communiqué is related to the situations where a signature declaration is not required:
(i) It is regulated that in case of the presence of the signature data or signature declaration of the signatories authorized to sign on behalf of real person merchants, commercial agents and legal entity
merchants which are previously obtained in the registry file of the same business organization or company, no further signature declaration will be submitted.
(ii) In case a person is appointed as authorized signatory to a branch or more than one branch of a commercial company, no further signature declaration will be submitted, provided that the commercial company or the branches thereof are within the same registry province. In this case, a copy of the previously submitted signature declaration will be placed in the file of the branch to which the relevant person was later appointed by the directorate.