The Communiqué on the Signing of a Company's Incorporation Articles of Association before the Trade Registry Directorates which was issued by the Ministry of Customs and Trade has entered into force with the publication of the Official Gazette dated 06.12.2016 and numbered 29910 (the "Communiqué").
Before the enforcement of this Communiqué, as per the Trade Registry Regulation published in the Official Gazette dated 27.01.2013 and numbered 28541 ("Regulation"), the incorporation articles of association ("Incorporation AoA") of a joint stock company/limited liability company ("Company") was prepared within the Central Registry Record System called "MERSİS" and such Incorporation AoA was required to be printed out by the notary public, signed by the founder(s) or representative(s) of the Company (submitting a notarized power of attorney) and notarized before such notary public. The notarized copy of the Incorporation AoA was required to be submitted to the Trade Registry Directorate ("Directorate") for the registration of the establishment of the Company.
This Communiqué regulates that the Incorporation AoA of the Company shall be prepared in MERSİS which is also in parallel with the Regulation, however, the Incorporation AoA must be printed out by an officer of the Directorate and signed by the founder(s) or representative(s) of the Company (by submitting a notarized power of attorney) before the manager of the Directorate ("Manager of the Directorate").
In addition, the Communiqué regulates that the signature declaration of the founder(s) and/or person(s) may also be issued by the Directorate. Such signature declaration shall be signed before the Manager of the Directorate following the verification of identity documents and the Manager of the Directorate shall certify the signature and affix his/her own signature. However, such certification of the signature declaration is not an obligation; the related persons may still have their signature declaration issued before the notary public and submit the notarized copy to the Directorate.
Finally, the Directorate shall request trade registry service fee for the transactions of (i) signing the Incorporation AoA, (ii) amendment declaration, (iii) intent declaration, (iv) signature declaration and (v) registration of the Incorporation AoA. However, such service fee may not be more than ten percent of the minimum wage in total.
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.
