Digitalization in Signature Declaration Processes under Turkish Commercial Code

Introduction


Article 40 of Turkish Commercial Code numbered 6102 (“TCC”), which regulates the signature registries of real person merchants and those who are authorized to sign on behalf of legal person merchants, has amended by the Law numbered 7263 and published in the Official Gazette on January 28, 2021.

According to the relevant amendment, the signatures of real person merchants and authorized persons to sign on behalf of legal person merchants, will be obtained electronically from the databases of public institutions and organizations, and registered into the trade registry file under the central common data registry. Furthermore, the Ministry of Trade is authorized to determine the procedures and principles to obtain signature declarations from these persons in case of no signature record is found in the databases of public institutions and organizations. To that extend, the Ministry amended the Communiqué on Signing Articles of Associations before Trade Registries during Company Incorporations on February 2, 2021 (“Communiqué”).

Who is able to provide digital signature declaration?


Real person merchants and authorized persons to sign on behalf of legal person merchants holding new Turkish identity card are authorized to provide digital signature declaration through their Central Registration System (“MERSİS”) account by logging in via E-Devlet, mobile signature, or E-signature.

In case the person has no signature record in the databases of public institutions and organizations or holds a former Turkish identity card, the physical signature declaration has to be provided at a notary public or trade registry in accordance with Article 12/3 of the Communiqué.
Finally, foreign nationals are only authorized to provide their signature declarations through Turkish consulates or authorized institutions in the relevant countries as per Article 12/4 of the Communiqué.

For further information please contact gorkem.naiboglu@budaklegal.com