Significant changes have been made to the to the signature procedure for Articles of Association ("AoA") under the Turkish Commercial Code numbered 6102 (the "TCC"). The relevant amendments were made by the Communiqué on Execution of Articles of Association before the Directorate of Trade Registries (the "Communiqué") as published in the Official Gazette dated 6 December 2016 and numbered 2991 and the Law Regarding the Amendment of Certain Laws for the Improvement of the Investment Environment numbered 6728 and published in the Official Gazette dated 9 August 2016.
The Communiqué, which was made under the 10th Development Plan of the Ministry of Development, aims to reduce the costs and simplify the procedures required for the establishment of a branch office and the incorporation of legal entities. The Communiqué maintains the procedure, which has been in operation since 1 January 2013, of registering the AoA of a legal entity on the Central Trade Registry System (Merkezi Sicil Kayıt Sistemi) ("MERSİS"). The founders of the entity who will execute the AoA are required to be present before the relevant Trade Registry where the incorporation takes place. The AoA can be executed by a real person or legal entity, either in person or through their representative if a power of attorney is submitted. In the event that the founders or their representatives do not speak Turkish, the AoA must be executed in the presence of a notary public and, if the founder is a foreign national, his/her passport must also be submitted to the Trade Registry. The application for registration of the legal entity must be made within three months following the approval of the AoA, as otherwise the founders will be obliged to submit a declaration stating that it remains their intention to incorporate the entity.
Statements of signature are also no longer required to be issued by a notary public; these can now also be issued by the Trade Registry.
Further to the abovementioned amendments, a founders' declaration is also no longer a required document for the incorporation of a legal entity.
With respect to the costs of transactions at the Trade Registry, the Law Regarding the Amendment of Certain Laws for the Improvement of the Investment Environment numbered 6728 states that AoA are no longer subject to a valuable paper charge. The Communique also states in this respect that the fee for all Trade Registry incorporation transactions cannot exceed 10% of the monthly minimum wage (the gross amount of which is TL 1,647 in 2016).
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