Amendment to the Communiqué on the Execution of Companies’ Articles of Association at the Trade Registry Directorates

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Pursuant to the Communiqué Amending the Communiqué on the Execution of Companies’ Articles of Association at the Trade Registry Directorates (“Amending Communiqué”) published in the Official Gazette dated 20.02.2021 and numbered 31401, the Communiqué on the Execution of Companies’ Articles of Association at the Trade Registry Directorates (“Communiqué”) has been amended. Some of these amendments aim to reflect the amendments made to the Turkish Commercial Code numbered 6102, pursuant to the Law numbered 7263 on the Amendment of the Technology Development Zones Law and Some Other Laws published in the Official Gazette dated 03.02.2021 and numbered 31384, to the secondary legislation.

The most significant amendment made to the Communiqué is returning to the previous practice, except for limited liability companies, which makes it possible for signature declarations to be certified by notaries as well as by the trade registry directorates.

Other significant amendments introduced by the Amending Communiqué are summarized below:

  • As per the amendment to Article 12 of the Communiqué, signatures of real person merchants and those authorized to sign on behalf of legal entity merchants shall be electronically obtained from the signature data kept in the databases of public institutions and organizations and shall be registered to the Central Registry System. In the event there is no signature record in the database or if the record cannot be obtained, signatures of the relevant persons shall be physically delivered to the trade registry directorates after having the same certified by a notary or through making a written statement in the presence of an authorized personnel at any trade registry directorate.
  • On the other hand, during the registration of the establishment of limited liability companies, in cases where the signature record cannot be obtained electronically, it is not possible to issue the signature declarations via notaries. Therefore, physical signature declarations in limited liability companies can only be issued at the trade registry directorates.
  • As per the amendment to Article 13/A of the Communiqué, if there is a previously provided signature data or signature declaration of those authorized to sign in the registry file of the same commercial enterprise or company, submission of a separate signature declaration shall not be required.
  • As per the new paragraph added to Article 13/A of the Communiqué, in the event that a person is appointed as authorized signatory to a branch of a company together with the company, or to more than one branch of the same company, a separate signature declaration shall not be required, provided that the company or its branches are within the same registry circle.
  • As per the newly introduced Temporary Article 1 of the Communiqué, physical signature declarations shall be submitted to the trade registry directorates until the signature data kept in databases are electronically made available to the Ministry of Commerce.

The Amending Communiqué enters into force on the date of its publication. You may find the Turkish version of the Amending Communiqué here.

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