The Central Registration System or Merkezi Sicil Kayıt Sistemi (MERSIS) is a new electronic trade registry which was incorporated for lawyers and legal entities following the enactment of the new Turkish Commercial Code (TCC). The purpose of the system is to modernise filing procedures in Turkey and replace the manual filing process previously in place. MERSIS will provide online access to basic company information as well as details relating to transactions such as incorporations, liquidations and amendments to Articles of Association. Every company, including stock companies and branch offices of foreign companies operating in Turkey, will have a unique MERSIS reference number. Many registries have fully incorporated MERSIS however some are still part using the old manual system such as the Istanbul Trade Registry which only started adopting the system in February 2014.
The incorporation of MERSIS has had a variety of effects for our clients however the necessity for an electronic signature for the so called ‘registration representative’ is increasingly becoming relevant as you cannot file any changes without one. Most registries outside of Istanbul have already implemented this change, and despite the requirement not yet reaching the capital it will do so in the coming months. Are you ready for the change?
In order to obtain an electronic signature, the representative must complete an application letter and a letter of undertaking (both of which will have additional requirements should the representative be a foreign national), as well as providing a bank statement showing the payment of the registration fee and the representative’s passport or Turkish ID. Once the representative has received their electronic signature they must register with MERSIS in order to complete the process; please note the system is in Turkish so the representative will require the assistance of a Turkish-speaking individual if they are not familiar with the language. Please note, in order to circumvent this issue, it is possible to grant representative powers to a third party, such as a Turkish attorney who may act on the entities behalf.