CENTRAL DATABASE IMPLEMENTATION IN PUBLIC AUTHORITES
In accordance with Law numbered 7263 amending Technology Development Zones Law and other certain laws (“Law”), which published in the Official Gazette dated February 3, 2021, numbered 31384, certain amendments have been made to some of the following provisions of Turkish Commercial Code (“TCC”) No. 6102.
The second paragraph of Article 40 (“Registration”) of TCC has been amended as follows:
“(2) The signatures of real person merchants and authorized representatives of legal entities shall be obtained from the signature data of such signature holders kept in databases of public institutions and organizations and recorded electronically in the registry file of Central Database. In case of lack of such signature data in public records, the procedures and principles of submission of signature declarations of authorized representatives to trade registry directorate and other procedures and principles regarding implementation of this article shall be regulated by a communiqué to be circulated by the Ministry of Trade.”
The purpose of the above-mentioned amendment to minimize paperwork and costs while registration of any change in representation authority of companies or establishment of a new company by means of transfer of such data to the Central Database.
Public Institutions and organizations keeping such database are obliged to share the signature in their databases with Trade Registry Directorates within the scope of subparagraph (ç) of the first paragraph of Article 28 of the Law on Protection of Personal Data numbered 6698 to ensure legal and economic security function provided by signature declaration.
Hence, it is aimed to eliminate the obligation to be present before relevant Trade Registry Directorate to circulate signature declaration and transfer the trade registry transactions majorly to electronic environment.
The Ministry of Trade has been authorized to determine procedures and principles regarding implementation of Article 40 of TCC, in particular, the procedures and principles of submission of signature declarations of real persons to Trade Registry Directorates who does not have any signature record in central database.
The other major amendment made by Law is new sub article (3) of Article 373 of TCC (“Registration and Announcement”). The new sub article (3) of Article 373 of TCC is as follows:
“(3) The public institutions and organizations shall consider the trade registry records of authorized representatives and their powers registered to trade registry and no further document shall be required other than documents issued by trade registries and publications in Turkish Trade Registry Gazette.”
The authorized representatives of companies and powers of such representatives are available electronically on Central Registry System (“MERSIS”) and Turkish Trade Registry Gazette.
The public institution and enterprises require signature circular to certify authorized representative and his/her powers in order to ensure legal security. In practice, such signature circulars cause additional cost and loss of time in terms of signees of companies. Besides, signature circular is not always sufficient to provide legal security as well as puts legal entities under additional costs.
As a consequence, it is explicit that the above-mentioned amendments, in particular digital certification, shall enable companies to conduct their transactions more practical before public institutions which is also in favor of legal entities in terms of time and costs.