February 2021 – An overview of the digitalisation of trade-registry transactions in Turkey.
Online collection of specimen signature
According to a recent change in Turkish regulations, when appointing a board member or authorised signatory for joint stock companies, or a manager and authorised signatory for limited companies, such physical persons have been required to apply in person to the relevant trade registry office and declare their signatures to be used on behalf of the company.
This requirement has now been abolished with a new change, as part of the digitalisation of trade-registry services. Currently, the signatures of individuals already registered in the digital database of public institutions will be transferred to a central database and registered by trade registries as the signature of the relevant real person. For individuals whose signatures are not registered in the database of any public institution, the procedures to obtain the specimen signature will be determined by a communiqué to be published by the Ministry of Trade.
Signature circulars no longer required
Signature circulars have been used in practice for several years to demonstrate the signing authorisation of Turkish companies. Although this practice does not have a legal basis under the Turkish Commercial Code, in practice it has been issued as a standard company document in order to demonstrate signing authority. With this new change, Turkish lawmakers have clarified that public institutions seeking to verify the signing authority of a company cannot request from companies any document other than the Trade Registry records in MERSIS (Central Registration System), which can also be accessed electronically. The reasoning of the law clarifies that documents such as the signature circular do not provide legal transaction security, and therefore the records at MERSIS, which are instantly updated, should be taken as the basis of signature authority.
For more information regarding the above, please contact:
Baran Gen, Partner, email@example.com
Nihal Dilan Cantürk, Legal Trainee, firstname.lastname@example.org