Turkey: Istanbul Trade Registry – Signatories with limited signature powers
Istanbul Trade Registry (the “Registry”) published an announcement on its website regarding the issues to be considered for internal directives and appointment of signatories with limited signature powers.
To avoid any loss of a time during their new appointment process and any rejection by the Trade Registry in future about registration of limited signature powers, all companies having limited signatories are advised to revisit their internal directives accordingly. Although the relevant announcement is made by Istanbul Trade Registry, it is also known that it is based on an internal circular circulated by the Ministry of Trade to all Trade Registries in Turkey. Therefore, for companies located outside Istanbul, the announcement may also be considered as a guideline.
Key changes and requirements
Key changes relating to the practice are as follows:
It is now possible to define unlimited representation authority in the internal directives. If required by the relevant company, the unlimited representation authority should be clearly and unambiguously regulated as an authority to represent and bind the company in the broadest sense and in all matters.
A person should not be given both limited and unlimited authorities.
Any of unlimited signatories may also represent the companies with joint signature of limited signatories for certain transactions unless they are solely authorized to represent in the broadest manner. However, the internal directives shall be clearly regulated for this as to define how the unlimited signature power will be used jointly and which transactions can be executed with limited signatories with any of unlimited signatories.
No person should be granted more than one signature group, signature degree or title regulated in the internal directive.
Both joint and individual signature authorities can be specified for a group of authorities in the internal directive.
The relevant announcement was made on 31 March 2023. There is no statutory deadline to comply with the practice change, but companies should be aware of doing so before the next representative appointment as per internal directives, if any, as the Istanbul Trade Registry recently started to strictly enforce the changes.
How can we help?
Computershare Governance Services dedicated global team of governance professionals can support with the review of signing authorities and subsequent amendments to ensure compliance with the new guidelines. This new requirement reiterates the important need for good subsidiary governance and our team would be glad to discuss how we can work with you to meet all requirements.
Computershare’s Global Entity Management System (GEMS) also provides a system to efficiently manage your authorised signatories information and offers tools to help facilitate easy organization, viewing and reporting of relevant data for your authorised signatories as part of your overall entity management framework.
Contact:
Please contact your dedicated Computershare Relationship Manager or send an email to globalentityservices@computershare.com for more information about how Computershare may assist you in responding to these new requirements.
This notice is provided by Computershare for general informational purposes only and is not intended and should not be construed as legal, regulatory, financial or tax advice. Computershare is not licensed or authorized to practice law in any jurisdictions and hence does not provide any legal advice and it does not hold itself out as doing so. Neither Computershare nor any of its affiliates or contributors accept any responsibility or liability for the quality, accuracy or completeness of any information contained in this notice. It is important that you seek independent professional advice relating to the subject matter of this notice before relying on it.