Summary: The Communiqué on the Execution of the Articles of Association at the Trade Registry Offices (“Communiqué”) has been published in the Trade Registry Gazette dated December 06, 2016 and numbered 29910 and has entered into force.
The purpose of the Communiqué is to establish the principles of and the procedures for signing the articles of association and the statements of signature at the trade registry offices.
The Communiqué on the Execution of the Articles of Association at the Trade Registry Offices (“Communiqué”) has been published in the Trade Registry Gazette dated December 06, 2016 and numbered 29910 and has entered into force. [1]
The purpose of the Communiqué is to establish the principles of and the procedures for signing the articles of association and the statements of signature at the trade registry offices.
- Basis
The Communiqué has been issued on the basis of Article 210 of the Turkish Commercial Code No. 6102 (“TCC”) granting the Ministry of Customs and Trade the authority to issue communiqués on the application of the provisions of TCC concerning commercial companies.
However, the Communiqué is actually based on the Law No. 6728 Regarding Project-Based Support for Investments and Amendments to Certain Laws and Statutory Decrees (“Omnibus Bill”) which came into force upon its publication in the Official Gazette dated August 09, 2016 with number 29796, amending certain articles of TCC concerning articles of association. The Omnibus Bill stipulates that, as an alternative to the requirement for the notarization of the articles of association, commercial companies may sign those documents before the head or deputy head of trade registry offices and thus have them certified. [2]
- Area of Application
As per Article 3, titled “Definitions” in the Communiqué, provisions of the Communiqué shall apply to the articles of association of the following companies:
- Joint-stock companies
- Limited liability companies
- General partnerships
- Limited partnerships
- Limited partnerships divided by shares
- Execution and Certification of the Articles of Association
As mentioned above, the Communiqué regulates that the articles of association may now be signed and certified before the head or deputy head of the trade registry office at the trade registry offices instead of notary public offices. In this regard, the Communiqué regulates the persons authorized to sign the articles of association at the trade registry offices, the documents to be submitted at the time of signing, the method of certification of the documents, and the stages of execution and certification.
2.2 Those Authorized to Sign
The following persons are authorized to sign the articles of association:
- Founders or their representatives;
- The parents, in case a founding partner is younger than eighteen years of age. If a founder or its representative is illiterate, does not speak Turkish or has disability/ies of hearing, speaking or seeing, the articles of association should be signed before a notary public.
2.3 Documents to Be Submitted
Documents to be submitted by founders of legal age and minor founders and their representatives are separately specified in the Communiqué. 2.3.1 Documents to Be Submitted by Founders of Legal Age
Documents to be submitted by founders of legal age are as follows:
- a valid identity card, a passport or a driver’s license, if the founder is a Turkish citizen;
- blue card, if the founder is born as a Turkish citizen but loses its citizenship by way of permission;
- a passport valid at the time of application, if the founder is a foreigner.
2.3.2 Documents to Be Submitted by Minor Founders
Documents to be submitted by minor founders are as follows:
- an identity register copy, if the founder has a single parent;
- the decree concerning appointment of a trustee or guardian, if the minor founder is establishing the company together with its parents.
2.3.3 Documents to Be Submitted by Representatives
Documents to be submitted by representatives are as follows:
- a valid identity card and a document showing their capacity and powers and their authority to perform the procedure;
- the original of the power of attorney certified by notary publics or bodies authorized to issue a power of attorney, if the representative is an attorney;
- the original or certified copy of the relevant court decree, if the representative is a guardian or trustee.
2.3.4 Issuance of the Specimen Signature Form
Persons signing the articles of association should submit their specimen signature form. Specimen signature forms may also be issued at the trade registry offices. Persons signing the articles of association are identified as explained above.
2.4 Verification of the Submitted Documents
The head or deputy head of the trade registry office reviews the document indicating the identity of the person making the application for incorporation; compares the photo on the document with the relevant person, and checks whether the photo bears a cold seal. In case of any doubt concerning the submitted document, a second identity document is requested. Accuracy of the identity card and blue card is queried through the Central Civil Registration System (MERNIS).
If the submitted document is a passport, signature of the passport holder, number of the passport, name, surname, place and date of birth of the person and the authority having issued the document are checked. The passport must bear the seal, stamp and signature of the authority which has issued the document.
If the submitted document is a driver’s license, information concerning the person and the cold seal mark are checked.
If the submitted identity document is torn or worn-out, if the photo on the document is old or if any doubt arises in the identity verification for similar reasons, the replacement or renewal of the identity document is requested. Copies of the submitted and verified documents are date-stamped, and kept in the company’s registration file.
2.5 Execution and Certification Stages
A print-out of the articles of association prepared in the Central Civil Registration System (MERSIS) is taken, and the persons or their representatives signing the articles of association declare their intention freely before the head or deputy head of the trade registry office.
The head or deputy head of the trade registry office may reject the application in case of suspicions on the power of discernment of the founder or its representative due to old age, a disease or appearance or in case of any warning and complaint.
Then, founders or their representatives sign the articles of association before the head or deputy head of the trade registry office. Each page of the signed articles of association is also signed and sealed by the head of the trade registry office. Also, the date of the transaction is written or a date stamp is put on the last page of the copies. A certificate authenticating the signatures is issued and signed by the head of the trade registry office. Such certificate is sealed and attached at back of the articles of association.
A copy of the signed and sealed articles of association is taken by the trade registry office, and it is compiled with the company’s application for registration and kept in its file. The remaining copies are given to those concerned.
If the articles of association signed and certified at the Trade Registry Office are not registered within three months, the registration may be realized upon the declaration of those having signed the articles of association that their intention to incorporate the company is still valid. In this case, the above-mentioned declarations will be renewed.
The same procedures shall also be applied for the specimen signature forms.
- Amendment of the Articles of Association
If there is an amendment in the articles of association following its signature and sealing, then the concerned persons submit a declaration of correction in the same number of the copies of the articles of association. While issuing the declaration of correction, the signatories are identified as explained above.
[1] You can access to the Communiqué at http://www.resmigazete.gov.tr/eskiler/2016/12/20161207.htm (date of access: 06.12.2016)
[2] For detailed information concerning the amendments introduced to the TCC with the Omnibus Bill, please see the article “Amendments Introduced to the Turkish Commercial Code with Law No. 6728” on our website. For detailed information please see http://www.inal-law.com/EN/Articles/Details/-6728-Sayili-Yatirimlarin-Proje-Bazinda-Desteklenmesi-Ile-Bazi-Kanun-Ve-Kanun-Hukmunde-Kararnamelerde-Degisiklik-Yapilmasina-Dair-Kanunla-TTK-Kapsaminda-Getirilen-Yenilikler/70396647947815914400 (date of access: 06.12.2016).
The information given in this note are aimed only at providing information, and does not serve as a legal opinion under any circumstances.