News & Insights
Legal Update on Signature Circular
The signature data of real person merchants and authorized signatories of the legal entity merchants will electronically be obtained by the trade registry directorate, in the event that the signature data exists in the databases of public institutions and organization.
Beste Ünsoy | JUNIOR ASSOCIATE08.03.2022
The Law No. 7263, which was published in the Official Gazette No. 31384 dated February 3, 2021 and became effective on the same date, amended the Article 40 of the Turkish Commercial Code No. 6102 and enabled the electronic provision of the signatures of persons authorized to sign on behalf of real person merchants and legal entity merchants. Thus, the obligation regarding submission of the signature specimen to trade registry directorates was abolished provided that the signature data exists and is available in the database of any public institution and organization.
Within this scope, Communiqué on Execution of Articles of Association before Trade Registry Directorates (“Communiqué”) has been amended by the Ministry of Trade, and the amended Communiqué was published on 20.02.2021.
In Cases where the Signature Statement will not be Submitted
The signature data of real person merchants and authorized signatories of the legal entity merchants will electronically be obtained by the trade registry directorate, in the event that the signature data exists in the databases of public institutions and organization. The obtained signature datas will be recorded to the Central Registration System. ("MERSIS").
In this regard, obtaining the signature record electronically will be implemented through the protocols to be concluded between the Ministry of Trade and the relevant institution or organization. Upon the implementation of the amendment, the signature statement will not need to be issued provided that the signature samples exist in the database of any public organization or institution party to the protocol.
If There is No Signature Record in the Databases
If there is no signature record in the relevant database or the record cannot be obtained electronically, the signature specimen of the authorized signatories will be submitted to the directorate by having them notarized physically or by making a written statement in the presence of authorized personnel in any trade registry directorate.
Exception for Limited Liability Companies
In the event that the signature data for the limited liability companies cannot be provided electronically, the signature specimen will only be issued before trade registry directorates. Considering that the provision amends the Article 12 of the Communiqué has regulated the signature statements that are required to be submitted for “company establishments and commercial business opening transactions”, it is believed that this exception is only for establishment procedures.
Signature Authorities who are Outside Turkey
There is no change regarding issue and submission of signature statement for the authorized signatories who are outside Turkey. The obligation to legalize the signature specimen by the Turkish Consulate or to have it apostilled according to the provisions of the Convention Abolishing the Requirement of Legalization for Foreign Public Documents and to submit the specimen to the trade registry directorate together with a notarized Turkish translation continues.
Authorized Signatories Appointed to Branch Offices
If a person is appointed as the authorized signatory of one or more than one branch office of a company, they will not submit their signature specimen, provided that the company or its branches offices are within the area of the same trade registry directorate.
Applications will continue before the trade registry directorates until the supplementation of signature data is provided by the Ministry.