Turkey has enacted Law No. 7263, which amends the legal framework on signature specimens and signature circulars as provided for in the Turkish Commercial Code (TCC). The amendments went into effect on 3 February 2021, following their publication in the Official Gazette.
Amendments on signature specimen
According to the Law, the signature declarations of individual merchants and those authorised to sign on behalf of legal entities can be obtained electronically from the signature data available in the databases of public institutions and organisations. The signatures will also be recorded in the registry file in the central common database.
Subsequently, there will be no obligation to physically execute a signature specimen at Trade Registry Directorates.
The Ministry of Trade set down the procedure for the submission of signature declarations in the absence of signature data in these databases in an amendment to the Communiqué on Execution of Articles of Association before Trade Registry Directorates, which went into effect on 20 February 2021.
As a result, if trade registry directorates cannot electronically obtain the signature data from the above-mentioned databases, the signature will be physically issued at Trade Registry Directorates or before notaries public, except when signatures are necessary for the establishment of limited liability companies.
Amendments on signature circular
Public institutions and organisations will only use Trade Registry records as the basis for determining authorised signatories and the scope of their authority. In this regard, companies will not have to provide any documents, including signature circulars, other than those issued by Trade Registry Directorates and Turkish Trade Registry Gazette announcements.
Key points to note
The amendments will make the transactions more dynamic as they eliminate certain time-consuming processes. The introduction of the electronic provision of signature data will also remedy potential delays and difficulties due to the COVID-19 crisis since it removes certain formalities for companies at the Trade Registry Directorates.
If you have any questions on the amendments to the TCC, contact your regular CMS partner or local CMS experts: firstname.lastname@example.org and email@example.com.
This article was written by Alican Babalioglu, Damla Erensoy and Mina Turkkan.