As per the amendment of the Turkish Commercial Code (“Code”) dated 03.02.2021 it has been regulated that the signatures of individuals merchants and those authorized to sign on behalf of the entities is now possible to be obtained electronically from the signature data kept on databases by public institutions and organizations and shall be recorded in the register file in the central common database.
In the absence of signature records on the databases of public institutions and organizations, it was provisioned that the procedures and principles of submitting signature declarations of authorized signatories to the trade registries and other procedures and principles regarding the implementation of this amendment shall be determined by a communiqué to be issued by the Ministry of Trade.
Following to the afore stated amendment of the Code, the Communiqué on the Amendment of the Communiqué on Signing the Company Establishment Agreement at the Trade Registry Directorates ("Communiqué") has been promulgated on the Official Gazette dated 20.02.2021.
Accordingly, the legal structure of providing the required signature declarations to be submitted by the company officials electronically has been established with this secondary legislation.
As per the amendment made in Article 12 of the Communiqué with the new title "Declaration and Statement of Signature", a new practise has been adopted as keeping the record of signatures in electronic environment. According to the newly adopted legislation, the signatures of the individuals and those authorized to sign on behalf of the entities shall now be obtained electronically from the signature data kept in the databases of public institutions and organizations during their registration in the trade registry and shall be recorded in Central Registration System ("MERSİS").
In case there is no record in the database of the public institutions or organizations or the record cannot be obtained from them, in order to provide the signatures to the directorate, the signatures of the relevant persons are required to be physically notarized or to be attached to a written statement in the presence of authorized personnel in any directorate. However, it is stated that in the registration of the establishment of limited companies, if the record cannot be obtained electronically, the physical declaration of signature can only be formed at the trade registry.
Besides, in the scenario that the authorized signatory is in a foreign country, the declaration of signature can be formed by the approval of the Turkish consulate in that country or by the competent authorities in accordance with the legislation of that country. In this respect, it should be noted that the signature statements issued by the authorities of foreign countries must be approved by the Turkish Consulate or be approved in accordance with the provisions of the Convention on the Abolition of the Obligation of Approval of Foreign Official Documents and submitted to the trade registry together with a notarized Turkish translation.
On the other hand, according to the Article 13/A titled "Situations where a statement of signature is not required", if the authorized signatories have already provided signature data or the statement of signature in the registry file of the same enterprise or company, there is no need to submit a separate statement of signature. In addition, if a person is appointed as an authorized signatory both to a company and a branch of that company or to more than one branch of the same company; there is no need to submit a separate statement of signature, provided that the company or its branches are registered by the same trade registry.
Thus, along with the adoption of the practise that signature data to be recorded in MERSIS, the process of establishing a company in electronic environment has become possible without the need to go to the relevant trade registry directorates.