Background
The Central Electronic Registration System ("MERSIS") was established in 2010 to provide, among other things, a centralised electronic platform to handle corporate registration formalities. Local trade registrars have been in a process of slow incremental transition, having to deal with a frustrating range of IT and other migration issues as they progress towards full MERSIS compatibility.
Until recently, the Istanbul Trade Registry required company incorporation applications to be initiated through MERSIS but continued to accept paper-form applications on most other corporate processes. However, from 07 May 2018, they will require MERSIS applications to process changes to articles of association of corporates.
Additional MERSIS formalities
The Istanbul Trade Registry has announced that from 07 May 2018 onwards, corporates will be required to submit registration applications for amendments to their articles of association through MERSIS.
In its announcement, the Istanbul Trade Registry highlights the following points to MERSIS users:
- MERSIS applications will need to be submitted by authorised representatives of the relevant company as identified to MERSIS through the use of e-signatures.
- Prior to completing MERSIS applications, applicants should verify that the information relating to them as appearing on MERSIS is accurate.
- Copies of signed paper-form applications and original documents should be uploaded to MERSIS before originals are submitted to the Istanbul Trade Registry. All original documents should be submitted together with a petition referencing the application number automatically generated by MERSIS for the relevant application.
- General assembly meeting minutes which do not contain items subject to registration do not need to be submitted through MERSIS but physical copies should be provided to the File Registration Service Building of the Istanbul Trade Registry in Eminönü, Istanbul, along with a petition requesting them to be filed as appropriate.
Points to remember
Firstly, companies should remember that MERSIS does not replace paper-form applications – while MERSIS applications are made electronically, paper-form applications will still need to be signed and provided to the Istanbul Trade Registry together with all associated documentation.
Secondly, the migration of corporate records to MERSIS has not, to put it mildly, been free from the occasional defect. In our experience, these migration defects appear most commonly with respect to the consolidated articles of association of corporates as provided on MERSIS, where MERSIS ignores any bespoke provisions, reducing them to the pro-forma MERSIS template. Companies should always check to ensure that their consolidated articles of association and all other corporate information appearing on MERSIS is accurate.
Overall, the process of centralising and standardising registration formalities has been a pressing need in Turkey, not least, to reduce corporate maintenance costs. So far, the process of MERSIS transition has been slow and less than smooth, producing the burden of additional registration formalities, frustrating IT issues but not much in terms of redeeming benefits. Hopefully, the balance will change once current infrastructure issues are addressed and all local registrars complete a full transition to MERSIS.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.