Update on Portfolio Custodian Signature Practice for Attendance Lists

In its letter dated 04.08.2025 and numbered E-50035491-431.04-00109942724, addressed to Trade Registry Directorates, the General Directorate of Domestic Trade of the Ministry of Trade has announced that the signature of the portfolio custodian shall no longer be required on the list of attendees for general assembly meetings of companies in which venture capital funds are shareholders.

As is known, pursuant to Article 4/5 of the Communiqué on Principles Regarding Venture Capital Investment Funds numbered III-52.4 (“VCIF Communiqué”), funds are deemed to have legal personality limited solely to transactions related to official registries, including registration, amendment, cancellation and correction requests, as well as all kinds of trade registry transactions such as establishment, capital increase or share transfer of companies in which they will become shareholders.

According to the VCIF Communiqué, persons authorized to act on behalf of the fund are defined as the chairpersons and members of the boards of directors of the founder and the portfolio custodian, along with individuals who are granted at least second-degree signing authority by the board of directors.

In the letter sent by the Capital Markets Board to the Ministry of Trade, it was stated that, in line with sectoral feedback and requests regarding the implementation of this regulation, a need has arisen for clarification in terms of trade registry procedures. In this context, it was emphasized that the phrase “transactions to be carried out on behalf of the fund in the trade registry and other official registries” as stated in the VCIF Communiqué primarily refers to investment-related actions such as changes in the shareholding structure or establishment of new partnerships in investee companies. On the other hand, it was underlined that ordinary procedures such as signing the list of attendees or the minutes of general assembly meetings of companies in which the fund is a shareholder do not fall within this scope.

In line with this assessment, the Ministry of Trade has explicitly notified Trade Registry Directorates that the signature of the portfolio custodian shall not be required on the list of attendees or meeting minutes drawn up at the general assembly meetings of companies in which the fund is a shareholder.