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 signature specimen practices in the Turkish Commercial Code No. 6102 and enabled the electronic provision of the signatures of persons authorized to sign on behalf of merchants.
In this regard, the Communiqué on Amendments to the Communiqué on the Execution of the Incorporation Articles of Association of Companies in Trade Registry Directorates (“Communiqué”) was published in the Official Gazette No. 31401 dated February 20, 2021 in order to address outstanding questions and to clarify issues regarding the procedure and principles in signature specimen practices.
1. Amendment to the Turkish Commercial Code
- Trade registry directorates will be able to obtain the signatures of the authorized signatories electronically from the signature data kept in databases of public institutions and organizations.
Trade registry directorates will obtain the signatures of persons authorized to sign on behalf of real person merchants and legal entity merchants electronically from the signature data kept in the databases of public institutions and organizations and record the same in the registry’s file in the central common database.
2. Amendments to the Communiqué
- Public institutions and organizations will share the signature data with trade registry directorates, and if trade registry directorates can obtain the signature data electronically, they will not require the persons to execute their signature specimens before the trade registry directorates.
In accordance with the amendment to the Communiqué, public institutions and organizations will share the signature data kept in their databases electronically with trade registry directorates, in line with the protocols to be signed by the Ministry of Trade and the related public institutions and organizations. Trade registry directorates will obtain the signatures of the persons authorized to sign on behalf of real person merchants and legal entity merchants electronically from the signature data kept in the databases of public institutions and organizations during the registration with the trade registry directorate, and record the signatures in MERSİS, the Central Registration System.
- If trade registry directorates cannot obtain the signature data through the database, the signatories must physically execute the signature specimen, and executing the signature specimen before notaries public is introduced as an alternative.
Prior to the amendments to the Communiqué, it was mandatory for authorized signatory representatives in Turkey to execute the signature specimens before the trade registry directorates. With the amendment, if there is no signature record in the relevant database or the trade registry directorate is unable to obtain the same, the signatures must be provided by (i) physically going to a notary public and having their signature legalized; or (ii) executing a written statement in the presence of an authorized personnel in any trade registry directorate. During the registration of incorporation of a limited liability company, if the trade registry directorate cannot obtain the signature record electronically, it will not be possible to execute a signature specimen before a notary public, and the signature specimen will only be issued at the trade registry directorates.
The signature specimens for persons authorized to sign in a foreign country must still be legalized by the Turkish Consulate or apostilled according to the provisions of the Convention Abolishing the Requirement of Legalization for Foreign Public Documents and submitted to the trade registry directorate together with a notarized Turkish translation.
- The obligation to execute signature specimens physically will continue until the electronic provision of signature data.
In accordance with the provisional article included in the Communiqué, the obligation to execute signature specimens before trade registry directorates physically in line with the provisions of the Communiqué will continue until the Ministry of Trade electronically provides the signature data kept in the databases of public institutions and organizations.
- The amendments to Communiqué introduce two additional situations where trade registry directorates will not require signature specimens.
If trade registry directorates previously provided the signature data or signature specimen of real person merchants, commercial agents and legal entity merchants in their files, they will no longer request a signature specimen. Prior to the amendment, trade registry directorates already practiced this, despite it not being stipulated in the legislation.
In line with the amendment to the Communiqué, if a person is appointed as the authorized signatory of one or several branch offices of a company, they will not execute their signature specimen again, provided that the company or its branches offices are within the bailiwick of the same trade registry directorate. In this case, the trade registry directorate will place a copy of the signature specimen previously executed in the file of the branch office where the person is appointed the authorized signatory.
The amendments to the Communiqué remove certain execution practices for signature specimens in trade registry directorates that potentially caused problems and delays for many companies due to Covid-19. It is of great importance to follow the announcements of the Ministry of Trade and relevant public institutions and organizations, and to communicate with trade registry directorates until the Ministry of Trade ensures the electronic provision of signature data kept in databases of public institutions and organizations.
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