Turkey: Stepping Into The Procedures Of An Electronic Trade Registry: Mersis

Mersis is an electronic trade registry, which is highly popular and a significant e-portal for attorneys and companies which came about since the enactment of the new Turkish Commercial Code ("TCC"). Mersis is the abbreviation for the Central Registration System (merkezi sicil kayıt sistemi) which allows and obligates companies to conduct transactions electronically instead of using the old manual processes which existed before this new technology was developed for the trade registries. Mersis was developed following the Customs and Trade Ministry's decision, dated 12.07.2006; No. 2006/38 and from the Higher Planning Board's act, namely the "Central Information System for Legal Entities." There were many purposes for its development, including the ability to conduct legal business transactions through electronic media, to improve the business investment environment , to comply with the necessity of information disclosure and to avoid unrecorded transactions. The electronic trade registry is designated and regulated by the article 24/2 of TCC which states that the Ministry of Customs and Trade and Turkey Chambers and Stock Exchanges Association, shall establish a central common database, which can be presented in the electronic form and in which trade registry records and their content which is registered and announced should regularly be stored. Mersis is (i) an electronic database where all information, which should be registered before the trade registry with regard to stock companies, cooperation, sole proprietorships and branch offices of foreign companies in Turkey, institutions and foundations are stored; and (ii) a system where certain transactions (i.e. documents of incorporation, amendments to the articles of association ("AoA"), liquidation, establishment of branches, cancellation and pledge) with regard to such named entities are conducted.

Out of the 238 trade registry directorates within Turkey, currently 235 registries started carrying out registration actions through Mersis in 2014. However, since the system is newly established, only select transactions may be carried out via this electronic system . For instance, the Istanbul Trade Registry has commenced the application of Mersis on 24 February 2014. For the Istanbul Trade Registry, only the registration of the documents and information regarding new incorporations, the opening of branches and the transfer of a headquarters may be carried out through this electronic system. Therefore, the former paper based system is still being used during this transitional period. In this respect, it is important to understand the paper-based system and its difference in relation to the new Mersis system.

The paper-based system for registrations starts with the company preparing such documents as the articles of associations and petitions which usually do not have common wording required by legislation. After these documents are prepared, they must contain the authorized company signatures. The second step, is to the documents notarized by a Notary Public. The notary should examine the validity of the signatures- to ensure that the documents are duly signed enabling the company to engage in business on behalf of the authorized signatories. The third step is the physical submission of any related notarized or duly prepared documents to the Trade Registry where the relevant company is registered. The Trade Registry Directorate reviews and maintains the documents received for the registration and announcement purposes in the Trade Registry Gazette. Such procedures must be followed in order to validate most transactions (i.e. As per TCC, the company is deemed to be incorporated after its registration and the announcement in the Trade Registry Gazette) The Trade Registry Directorate will determine if all the documents are are valid and sufficient. , The Registry will publish and announce the documents it deems relevant (which may include a decision regarding an amendment to AoA or a declaration regarding the capital increase, etc.) in Turkish Trade Registry Gazette, which may take about one week.

The paper-based system is not sufficient or effective due in part to its long-continuous procedures and recording keeping of the paper-based documents. The Trade Registry Directorate's paper process takes a long time which causes delays in completing registrations and announcing transaction. The paper process is said to take so long since it is not automated and does not contain standard processes such as for common wording or when revisions of submitted documents needs to take place.

Even though the electronic trade registry system seems to change and ease this paper based system, in practice, the Mersis recording and registration is not carried out completely through electronic means. Therefore, the companies and authorized representatives of these companies should prepare the documents both in physical and electronic means in order to prove and ensure the validity of the documents by submitting them in a paper version. Yet, the Mersis electronic registry makes the registration and control over the documents easier because it uses a standard template for the wording of the documents which companies can complete to standardize the documents and to copy them electronically from the system for ease of recording and announcement purposes through the virtual Trade Registry Gazette. Whereas if the Mersis system is not used, then the documents may only be submitted in hard-copy physical form which means they need to be separately copied word-by-word to an electronic form of media. This process can take a very long time and can slow down the recording of the documents.

In contrast to the paper registration system, the application and usage of the Mersis system is a streamlined approach. For instance, in order to be able to carry out any type of registration for a company, such company should be registered with the Mersis system and should have a Mersis number. Companies will be provided with a Mersis number which may include a logarithm consisting of six digits of the local code and the tax number of such company. A real person may also receive a Mersis number consisting of five digits of the local code and the Turkish identity number of such person. Mersis may be reached by the username-password or the e-signature from the website address of Ministry of Customs and Trade1.

In order to register the company with Mersis, the first step is to ensure that one of the authorized signatories is registered as a "registration representative," and an electronic signature is obtained in order to represent the company for the registration. As per article 13 of Trade Registry Regulation, an e-signature is compulsory for trade registry processes, except for incorporation. An electronic signature for the registration representative can be obtained by the submission of (i) an application letter and letter of undertaking to be signed by the registration representative; (ii) a bank statement evidencing payment of the electronic signature fee; and (iii) a copy of the registration representative's passport or Turkish ID number.

After obtaining an electronic signature, the registration representative should register with the Mersis system to complete the process. Since the Mersis system is in Turkish, a non-Turkish speaking representatives may need the assistance of a Turkish-speaking. This issue is generally resolved for a non-Turkish speaking registration representative by authorizing the Turkish attorney of a company, who generally speaks Turkish and can act as the registration representative. Authorization will be granted via the electronic signature of the registration representative.

The final stage of the registration process requires the registration representative to log into the system by using his/her username and password that was given as part of the incorporation process. The login also requires the use of the representative's electronic signature which can be used for any transaction conducted through Mersis. The representative then chooses the transaction to be completed from the list of transactions, and following such completes the related articles of AoA, including such details as the title, registered address, scope of work and any additional articles. After the registration request is completed, the representative submits to a notary public the request number given by the system. The AoA or the AoA amendments, etc. that will be approved by the notary public are delivered to the directorate of the trade registry together with the information for approval. Finally, the trade registry finalizes the registration and makes the announcement.

The Mersis electronic registry system has not completely eliminated the paper based system yet and, it continues to mature and smooth out any remaining wrinkles as more and more applications are filed and new challenges are identified.


1 http://mersis.gumrukticaret.gov.tr

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions