Signature Circular in Turkey for Foreign Managers: Notary Guide

A Turkish signature circular, or imza sirküleri, is a notarial document used to show who may represent a registered company and how that person signs for it. Banks and other counterparties commonly request it when they need practical evidence of corporate signing authority.

The circular does not appoint a manager, create representation authority, or replace a trade registry record. Authority comes from the company’s articles, valid corporate resolutions and the relevant registration and publication steps. A signature circular records that existing authority together with specimen signatures. It is therefore inaccurate to describe the circular as a universal legal precondition for every contract or company act.

This distinction is particularly important for foreign managers. Before arranging a notary appointment, the company should confirm the current registry record, the exact sole or joint signing rule, the manager’s identification file and the notary’s language requirements.

Corporate Authority Comes from the Registry Record

The governing rules are in the Turkish Commercial Code No. 6102, not in the signature circular itself.

For a limited liability company, TTK Article 623 allows management and representation to be assigned in the articles to one or more shareholders, all shareholders or third parties. At least one shareholder must retain both management authority and representation authority. A company should not simplify this rule to “at least one manager must have full authority.”

For a joint stock company, TTK Article 370 places representation with the board unless the articles provide otherwise. If the articles or board decision do not establish a different valid structure, two board members sign jointly. Representation may be delegated under the Code, but at least one board member must retain representation authority.

TTK Article 371 is equally important. The company’s representatives may generally act for transactions connected with the company’s purpose. Contractual or internal restrictions on representation normally cannot be asserted against a good-faith third party. The Code recognizes specific outward-facing restrictions, including a duly registered and published joint-signature rule and a branch restriction.

This means a group policy such as “two approvals above TRY X” may be a valuable internal control, but it should not automatically be presented as a registry-level limitation effective against every third party. The registered representation wording, the bank mandate and the company’s internal approval matrix must be reviewed as separate layers.

For the incorporation sequence behind these records, see our LLC registration guide for Turkey.

Signature Declaration vs Signature Circular

The Turkish terms sound similar, but they serve different functions.

The Ministry of Trade explains that signature declarations for company signatories are fulfilled through Trade Registry Directorates under TTK Article 40. It also notes that MERSİS can obtain signature data electronically in supported cases. See the Ministry’s company information page and MERSİS overview.

Accordingly, a current guide should not present a notary as the routine issuing authority for the initial signature declaration. Nor should it assume that a Gazette copy is the only evidence a notary can use. Depending on the transaction and current system access, the notary may review a trade registry certificate, Gazette publication, MERSİS record or other current corporate evidence.

Sole and Joint Representation

The appointment and registry documents should state whether a representative signs alone or together with another authorized person.

Sole representation

A manager registered with sole representation authority may bind the company alone within that authority. This can simplify ordinary contracts and banking instructions. It does not, by itself, give access to every electronic government or banking system. Tax returns, for example, are submitted through the applicable Revenue Administration credentials and professional authorization arrangements; corporate representation and portal access are separate questions.

Joint representation

A registered joint-signature rule requires the stated combination of representatives for the company act concerned. The exact registry wording matters. It may require any two representatives, a particular category combination or named persons.

A bank can also impose its own account mandate, transaction-user roles and product limits. Those operational controls should match the registry authority, but they are not the same legal instrument. Before onboarding, give the bank both the current registry evidence and the notarial document it specifically requests. Our corporate bank account guide explains the wider onboarding file.

What a Foreign Manager Should Confirm with the Notary

Notary practice depends on the document, the identity evidence available and the notary’s ability to verify the current company record. Confirm the checklist with the selected office before travel. A typical review may include:

• the manager’s original valid passport;
• a Turkish translation of the passport when the notary requires one;
• a residence permit or foreigner identification number, if available and relevant to the file;
• current trade registry evidence showing the company, appointment term and representation method;
• the company’s tax number or tax plate if requested for the particular notarial transaction; and
• an interpreter when the manager cannot sufficiently understand or communicate in Turkish for the act.

A passport translation should be prepared through a translator and notary workflow accepted by the notary handling the act. The claim that every translator must be permanently “registered with that specific notary” is too rigid; acceptance and certification practice should be confirmed with the office.

Under the Notary Law No. 1512, a notarial act involving a person who does not know Turkish requires the statutory interpreter procedure. The notary determines how understanding, interpretation and identity will be documented. Fluency should not be assumed from nationality, residence status or possession of a Turkish tax number.

A potential tax number can be useful in some company, tax and notary files, but it does not replace a foreigner identification number where a particular public system or provider requires one. Ask the notary and receiving institution which identifier their current workflow accepts.

Can a Non-Resident Manager Sign Abroad?

A Turkish consulate may perform certain notarial services abroad, but availability depends on the mission, the applicant, nationality or reciprocity rules, the document type and the consulate’s appointment instructions. A company should send the draft and supporting records to the relevant mission before booking travel.

Do not assume that a foreign national can complete the act without an interpreter. Some Turkish missions expressly require an approved interpreter when the applicant does not speak Turkish. A consular signature declaration also should not automatically be treated as the same document as a company signature circular issued from current Turkish registry evidence. The receiving bank, notary or authority should confirm what it will accept.

A power of attorney can authorize a representative to carry out specifically listed transactions. It cannot make a proxy reproduce another manager’s specimen signature, and it does not convert the proxy into the registered corporate representative. The wording, execution country, apostille or legalization path and Turkish translation must be designed for the intended transaction. See our Turkey power of attorney guide for those formalities.

Practical Workflow After a Manager Appointment

1. Approve the corporate decision. Prepare the competent body resolution and any required articles amendment with the manager’s identity, appointment term and representation structure.
2. Complete the trade registry filing. The company’s legal representative or a person holding sufficient authority files the change. An SMMM may coordinate the accounting and document work, but professional status alone does not replace filing authority.
3. Check the public record. Verify the registered name, appointment term and sole or joint signing wording in the current registry evidence and publication.
4. Pre-clear the notary file. Send the notary copies of the identity and corporate records, ask whether a translation or interpreter is required and confirm which originals must be presented.
5. Execute the document. The manager appears and signs as directed by the notary. The number and format of specimen signatures are determined by the current notarial workflow, not by a universal three-signature rule.
6. Order only the copies needed. Banks and other recipients may accept an original, notary-certified copy, electronically verifiable record or a combination. Obtain each recipient’s current checklist before paying for multiple copies.
7. Align operational access. Update bank mandates, payment workflows, e-signature access and service-provider records separately. A signature circular does not itself activate those systems.

Where the Document Is Commonly Requested

A signature circular is commonly encountered in corporate bank onboarding, account mandate changes, some private contracts, selected KEP service-provider applications and files where a counterparty wants a compact record of signing authority. Whether it is required, how recent it must be and whether a certified copy is accepted are receiving-institution questions.

KEP and UETS must also be kept separate. PTT’s corporate KEP checklist may request current authority evidence, including a signature circular in the relevant application route. UETS is the national electronic notification system and follows its own statutory account creation and access rules. Read our KEP, UETS and GİB e-notification comparison before preparing a digital notification file.

Official Sources Used for This Review

• Turkish Commercial Code No. 6102, including Articles 40, 362, 370, 371 and 623
• Ministry of Trade guidance on company signature declarations and MERSİS
• Notary Law No. 1512
• PTT’s current corporate KEP application documents and UETS FAQ
• A Turkish mission’s published example of interpreter requirements for foreign applicants, illustrating why the relevant mission must be consulted before an overseas appointment

Changes, Expiry and Document Control

A signature circular should be read together with the current registry record. A new or updated document is usually needed when the authorized person changes, an appointment term expires, the sole or joint signing structure changes, or the receiving institution requires refreshed evidence.

LLC managers do not have a universal one-to-three-year statutory term. The term depends on the articles and the valid appointment decision. For a JSC, TTK Article 362 limits a board member’s term to a maximum of three years, with re-election possible unless the articles provide otherwise.

When a manager resigns or is removed, complete the corporate and registry steps promptly, stop distributing the old circular and notify banks and important counterparties. Avoid saying that the paper becomes automatically “void” at one universal moment. The effect against third parties can depend on the registrable event, registration and publication, the counterparty’s knowledge and the facts of the transaction.

Accounting and Filing Support

Celikel CPA can coordinate the company resolution pack, trade registry evidence, tax-registration consistency and the document checklist requested by a bank or service provider. Notarial acceptance remains with the notary, and disputed authority, bespoke delegation clauses or third-party enforceability questions should be reviewed by Turkish legal counsel.

Contact Celikel CPA before the manager travels so the registry, identification and recipient checklists can be reconciled in advance.

Reviewed against official sources available on July 29, 2026. Institution and consular checklists can change, so confirm the current requirements before filing.