What is a signature circular (imza sirküleri)?
The imza sirküleri is the notarised document showing who is authorised to sign on behalf of a Turkish company, in what capacity, within which limits, and bearing their specimen signatures. It is issued on the basis of the signatory authority registered with the trade registry (the board’s authority resolution and, where used, an internal directive under TCC Arts. 367/371 delegating signature powers to named officers). Every bank, notary, counterparty and land registry in Türkiye asks for it before accepting a company signature.
Why the details bind you
Because signatory authority is registered and announced, its registered limits — joint signature requirements (“any two of the following”), monetary caps, category restrictions — are effective against third parties. A contract signed by one director where the circular requires two is a validity problem, not an internal disciplinary matter. Diligence teams therefore read circulars against the actual signature blocks of material contracts; mismatches are a standard finding and a closing-condition generator.
Practicalities founders should manage
Keep it current: board changes, title changes and expiry (circulars are often issued with validity periods) silently invalidate the document banks hold. Layer the delegation: an internal directive letting VP-level officers sign defined categories keeps founders out of routine paperwork while keeping the registry clean. For cross-border closings, foreign counterparties will need notarised-and-apostilled copies with sworn translations — order them before signing week, not during it. And in the e-signature era: Turkish qualified e-signature substitutes wet ink for most private-law documents, but counterparties still verify authority through the circular; digital tools change the pen, not the mandate.
Signature circular vs. power of attorney?
The circular evidences organ-level authority flowing from the registry; a power of attorney grants agency for defined acts and can be issued to anyone — deals often need both, and confusing them stalls closings.
What replaced the “imza beyannamesi”?
Registry-reform amendments simplified specimen-signature filings for incorporation; the circular remains the operative document counterparties request in practice.
Related: board of directors, share ledger.