Turkey has updated and clarified procedures for company founders to sign articles of association at the establishment phase. For companies which have drafted articles of association via the Central Registration System, the founders must now actually attend the trade registry where the company will be established to sign. Previously, founders could sign before a notary, rather than attending the registry.
A range of changes are determined under the Communique on the Signing of the Articles of Association of the Companies Before the Trade Registry Offices ("Communiqué"), published in Official Gazette number 29910 on 6 December 2016, entering into effect on the same date.
Notable requirements and clarifications introduced by the Communiqué include:
- For companies which have drafted articles of association via the Central Registration System (Mersis), the company founders must attend the trade registry where the company will be established to sign. Previously, founders were only required to sign before a notary, rather than attending the registry.
- Turkish citizen company founders must submit ID, passport, or driving license to the trade registry.
- Foreign company founders must submit their passport to the trade registry.
- If the articles of association will be signed by the founder's legal representative, a notarized proxy issued in the representative's name must be present. The trade registry manager will evaluate the document evidencing the applicant's identity.
- If an amendment is made to the articles of association after signing and stamping, the applicants must submit an amendment statement. The statement will be added to the articles of association.
- Applications for company establishment registration must be made within three months of the articles of association being signed before trade registry office. Otherwise, applicants must submit a statement indicating that they will establish a company.
- Service fees for registration application documents under the Communique must not be more than the minimum wage.
- Trade registry offices can issue signature specimens.
Please see this link for the full text of the Communique (only available in Turkish).
Information first published in the MA | Gazette, a fortnightly legal update newsletter produced by Moroğlu Arseven.
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