The Law numbered 7263 on the Amendment of the Technology Development Zones Law and Certain Other Laws[1] has introduced changes to the Turkish Commercial Code numbered 6102[2] (the “TCC”) that ease the procedure for submission of signature data to trade registries within the scope of Article 40(2) of the TCC. Accordingly, the legal framework for trade registries to keep signature data of real persons and representatives of legal persons electronically has been established. The article stating that signature statements must be submitted before trade registries has also been abolished.

The Ministry of Treasury and Finance has published the Communiqué in order to determine the principles and procedures relating to the new practices introduced within the scope of the amendments made to Article 40 of the TCC.

Amendments to the TCC

According to the amendments made to Article 40 of the TCC, signature statements of real persons and representatives of legal personss can be obtained electronically from signature data stored in the databases of public institutions and organisations and recorded in the Central Registration System (MERSIS). Consequently, visiting the trade registries in order to issue a signature statements will no longer be required.

Procedure Introduced by the Communiqué

Until the necessary infrastructure for the implementation of the new system is established and where the databases of public institutions and organisations do not contain the relevant signature data and statements, the requirement to submit signature data and signature statements will continue in non-electronic form. However, thanks to the changes introduced by the Communiqué, the practice of requiring the signatories of joint stock companies to submit their respective signatures in the presence of a trade registry official is now abolished and it is again possible to prepare signature statements in the presence of notaries. For limited liability companies, however, the requirement to issue signature statements before trade registry officials still continues to apply in cases where electronic submission is not possible.

As for signatories not located in Turkey, it is possible to issue a signature statement by signing such statement before a foreign notary and have it certified by the relevant Turkish consulate or apostilled pursuant to the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents[3]. Also, it is still possible to issue signature statements in the presence of a Turkish notary at the Turkish consulates.

Situations where Signature Statements are not Required

The Communiqué also extends the number of instances where a signature statement is not required.

Firstly, in the event that signature data of the signatories has previously been recorded in the database of a registry, a separate signature statement is not required

Secondly, if a person is appointed as the authorised signatory of a branch of a company or multiple branches of the same company, a separate signature statement is not required provided that the company or the branch/es are registered with the same trade registry. In such cases, the trade registry will add a copy of the previously submitted signature statement to the file of the branch for which the signatory is appointed.

Conclusion

Signature data may now be shared electronically. Signature statements may now be issued in the presence of notaries instead of trade registry officials. However, for limited liability companies, signature statements may still have to be submitted in person before trade registry officials.