The Communique Amending the Communique on the Signing of the Articles of Association at the Trade Registry Offices has entered into force upon being published in the Trade Registry Gazette no. 31193 dated 22.07.2020. By this Communique, paragraph 6 of article 13 of the Communique on the Signing of the Articles of Association at the Trade Registry Offices published in the Official Gazette no. 29910 dated 6.12.2016 has been amended as follows:
Previous Text:
“The signature declarations of authorized signatories residing in a foreign country can also be filed by having the signatures of such signatories legalized by the Turkish consulate in that country.”
New Text:
“The signature declarations of authorized signatories residing in a foreign country can be issued by having the signatures of such signatories legalized by the Turkish consulate in that country or by the competent authorities as per the legislation of that country. The signature declarations issued by the authorities of the foreign country must be legalized through the Turkish Consulate or in accordance with the provisions of the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, and be submitted to the Trade Registry Directorate together with its notarized Turkish translation.”
By this amendment, an attempt has been made to clarify the practices of the Trade Registry Directorates which have gone through changes throughout years. As of this date, it has been stipulated that, besides the signature declarations of authorized signatories in a foreign country issued by being legalized by the Turkish Consulates, the Trade Registry Directorates should also accept the signature declarations issued by the competent authorities as per the legislation of that country and submitted with its notarized Turkish translation.
The amendment has been made only for the purposes of eliminating the problem regarding the authorized signatories residing in foreign countries, while Article 40 of the Turkish Commercial Code is still in force. The general principle under the relevant article stipulating that the signature declarations to be submitted by the authorized signatories should be issued before the authorized personnel of the Trade Registry Directorates is still applicable; therefore, the signature declarations of authorized signatories residing in
Turkey issued before the notary public offices will not be accepted in line with the previous practice. Paragraph 2 of Article 40 of the Turkish Commercial Code is as follows:
“Each merchant provides the registry directorate with the trade name it will use, and the signature it will place under such trade name. In case the merchant is a legal entity, it also provides the registry directorate with the signatures of the persons authorized to sign on its behalf. The signature declaration is issued by making a written declaration before the authorized personnel at any trade registry directorate. The procedures and principles regarding the application of this article are set forth under a communique to be issued by the Ministry of Customs and Trade.”
This note is intended for general information purposes only and should not be relied upon as a source of legal advice. Independent legal advice should be sought before taking any action based on information contained within this note for each particular case.