I. Introduction

A new communiqué of the Ministry of Customs and Trade, namely the Communiqué on Signing of Company's Articles of Association before Trade Registry Directorates ("Communiqué"), has been published in the Official Gazette on December 6, 2016, and entered into force as of its publication date.

The Communiqué regulates the procedures and principles relating to the signing of articles of association and signature declarations[1] before trade registry directorates during the incorporation of a company.

II. The Novelties Introduced by the Communiqué

Before the Communiqué, articles of association prepared through the Turkish Central Registration System ("MERSIS") and signature declarations could be signed only before notary publics. Trade registry directorates were not authorized to approve the execution of these documents.    

As the first novelty, the Communiqué stipulates that during the incorporation of a company, articles of association must be signed in person, by a representative or by a proxy, as the case may be, before the relevant trade registry directorate, where the headquarters of the company will be located. However, if the founder, representative or proxy holder (collectively referred to as the "applicant") is illiterate, does not speak Turkish, has impaired hearing or vision, or is speech handicapped, the articles of association must be signed before a notary public.

Pursuant to the Communiqué, trade registry directorates seek the following documents during the signing of the articles of association;

  • Tutor or guardian decision of the court (if the founder is represented by a tutor or a guardian or if she/he is under 18 and will be a shareholder of the company together with her/his parent(s)),
  • Turkish identity card, passport or driving license (if the founder is a Turkish citizen),
  • Blue card (if the founder was born in Turkey but she/he has ceased to be a citizen of the Republic of Turkey),
  • Passport (if the founder is a foreign citizen),
  • Proxy (if the founder is represented by a proxy holder).

Upon submission of the foregoing document(s) to the relevant trade registry directorate, the identity and authority of the applicant are duly verified by the director of the trade registry.

Accordingly, the articles of association is printed out from MERSIS by the director of the trade registry and signed by the applicant. Then, the director of the trade registry signs and seals the articles of association and dates the document. However, in case the director of the trade registry has any suspicions on power of discernment of the founder due to her/his old age, illness or appearance of the founder, the director may reject the execution of the articles of association.

[1] "Signature declaration" refers to the document which is submitted to trade registry directorates and which includes 3 (three) side-by-side signatures of the company's authorized signatory under the company's title.

This article was first published in Legal Insights Quarterly by ELIG, Attorneys-at-Law in March 2017. A link to the full Legal Insight Quarterly may be found here.

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.