EASING THE PROCESS OF RECEIVING THE GOVERNMENTAL AUTHORITY APPROVAL FOR THE STATEMENT OF SIGNATURES THAT IS NECESSARY FOR COMPANY FOUNDERS TO PRESENT TO THE TRADE REGISTRY FOR THE FOUNDERS WHO RESIDE ABROAD
While establishing a Company in accordance with the Turkish regulations, first, the Company founders/shareholders shall record and register the Company in the Registry of Commerce where the Company will be established. For this process, a number of documents shall be submitted to the Registry of Commerce where the Company will be established. During the preparation of these documents, the Company founders may encounter very difficult and unexpected situations. For instance, due to COVID-19, a pandemic, as most countries have experienced, persons residing abroad and wanting to establish companies in Turkey have encountered difficulties while preparing the necessary documents, receiving the approval of governmental authorities, notarization, and mailing. Because, in order to minimize the spread of COVID-19, the countries have created a system for persons named “stay at home”, and in accordance with this system, public authorities such as government officials, notaries, and post offices started working in a rotation, so that the transactions have almost stopped, and many documents pending for approval have been lost, and the period of approval and delivery process has taken twice or even three times more than usual.
Accordingly, it was resolved to make amendments to “Communiqué on Signing the Articles of Association in the Registry of Commerce” issued on 06.12.2016. “Communiqué on Amending the Communiqué on Signing the Articles of Association in the Registry of Commerce” published in the official gazette on 22.07.2020 with the number of 31193, and in accordance with this Communiqué, it is regulated that the statement of signature of the persons who are authorized for signing and resident abroad can be issued by receiving the approval of:
- The Turkish Consulate, or
- Competent Authorities in accordance with the legislation of the relevant country.
Thus, the necessary statement of the signature of Company founders residing abroad, which must be taken during the establishment of the Company, can be approved by the Turkish Consulates in the country where the company founder is resident, as well as by the Competent authorities of that country.
With this additional opportunity, and in accordance with the “Convention of Abolishing the Requirement of Legalisation for Foreign Public Documents” (as known as Lahey Convention), Company Founders can send the documents to be presented to the relevant Turkish Registry of Commerce by receiving the approval and notarizing in their country ( only if their country is also a signatory and a party to the Lahey Convention). As an example to be given regarding who this competent authority may be and its transactions in terms of the system in Turkey; in order to carry out the process, first, the document shall be translated and approved by a sworn translater who is registered in the notary for the language of the document, then, an approval shall be received from the sworn translator with a stamp and signature, and then, an apostille shall be received from the district governorship and governor.
Since the requirement of receiving the approval of Turkish Consulate regarding the statement of signatures, or receiving the approval and completing the notarization of it with its Turkish translation in accordance with the “Convention of Abolishing the Requirement of Legalisation for Foreign Public Documents” and presenting it to the related Turkish Registry of Commerce remains in force, the Company founders abroad shall first check whether their country is a part of the Lahey Convention, and then, they shall follow the procedures to present it to the competent authority abroad in order to receive the approval in accordance with this convention and at last, submit the document to the related Turkish Registry of Commerce.
Çukur&Yılmaz Law Firm