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Trade Registry Certificate (Sicil Tasdiknamesi) and Activity Certificate: Türkiye’s Certificate of Incorporation and Good Standing

Trade registry certificate (sicil tasdiknamesi) is the document issued by the trade registry directorate that shows a Turkish company’s current registered particulars: name, MERSİS number, registered office, capital, legal form, representatives and their signing rules. Türkiye has no single “certificate of incorporation” or “certificate of good standing”; the functions those documents serve abroad are spread across the registry certificate, the incorporation announcement in the Turkish Trade Registry Gazette, the chamber’s activity certificate and tax and social security clearance letters.

Certificate of incorporation: the Gazette announcement

A Turkish company acquires legal personality on registration with the trade registry (TCC Art. 355), and its articles are announced in the Turkish Trade Registry Gazette (Art. 354). Registered matters are announced through that Gazette (TCC Art. 35(3)-(4)) and, once announced, take effect against third parties (TCC Art. 36). The incorporation announcement is therefore the closest equivalent to a certificate of incorporation: it carries the registration date, registry number, name, capital and founders, and sits in every data room next to the articles.

Trade registry certificate under Turkish law

Anyone may inspect the registry and, against a fee, obtain certified copies and a certified statement whether a matter is registered (TCC Art. 35(2)). The registry certificate is the standard form of that statement under the Trade Registry Regulation (Official Gazette 27 January 2013, No. 28541): the directorate issues it on request from the live record, and because it lists the registered representatives counterparties treat it as proof of signing authority. Since Law No. 7263 amended TCC Art. 40(2), signatures are taken electronically into the MERSİS file and authority is verified from the registry rather than from a signature circular. Since April 2021 the certificate, with bankruptcy and composition status, head office transfer and status documents, can be requested electronically through MERSİS. There is no statutory validity period; banks and notaries ask for a recent one because the content, not the paper, goes stale.

Activity certificate, MERSİS number and tax plate

The activity certificate (faaliyet belgesi) or chamber registration certificate (oda kayıt belgesi) is issued by the chamber of commerce or industry where the company is a member; it confirms membership and field of activity and is what tenders and some banks ask for. The MERSİS number is the unique identifier generated by the Central Registry System run by the Ministry of Trade. The tax plate (vergi levhası) comes from the tax office’s electronic system and shows the tax number and tax office. The three answer different questions: existence and authority, membership, and tax registration.

Good standing in Türkiye

The concept has no direct equivalent. A registry certificate shows that the company exists and who represents it, not that filings are current or that it is solvent. A counterparty asking for good standing is normally given a package: a recent registry certificate, the Gazette announcements for incorporation and the latest changes, a tax clearance letter (borcu yoktur yazısı), a social security clearance letter and, where relevant, a registry statement that no bankruptcy or composition is recorded. For a company inside the minimum capital deadline, the capital increase announcement belongs in the same set; see minimum capital compliance.

Using the documents abroad

Registry and chamber documents are Turkish public documents. For a state party to the 1961 Hague Convention they receive an apostille, issued for administrative documents by the governor’s office (valilik); elsewhere consular legalisation applies, followed by a sworn translation. The foreign founder guide lists what the registry hands over at incorporation.

Frequently asked questions

What is the Turkish equivalent of a certificate of incorporation?

The incorporation announcement in the Turkish Trade Registry Gazette (TCC Art. 354), combined with a current trade registry certificate. There is no separately titled certificate of incorporation.

How is a certificate of good standing obtained for a Turkish company?

It is not issued as such. The usual substitute is a recent registry certificate, the relevant Gazette announcements, tax and social security clearance letters and a registry statement on bankruptcy or composition status, apostilled where needed.

Can the registry certificate be obtained online?

Yes. Since April 2021 registry directorates issue it electronically through MERSİS; a physical copy can still be collected at the directorate.

Sources. Turkish Commercial Code No. 6102, Arts. 35-36, 40, 354-355; Trade Registry Regulation (Official Gazette 27 January 2013, No. 28541), Art. 4; Ministry of Trade announcement on electronic registry documents (April 2021); Hague Apostille Convention of 5 October 1961; Ministry of Justice Circular 68/1.

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