SPK PRINCIPLE DECISION ON THE MAINTENANCE OF BOARD OF DIRECTORS DECISION BOOKS IN ELECTRONIC FORMAT AND NOTARY APPROVAL
SPK PRINCIPLE DECISION ON THE MAINTENANCE OF BOARD OF DIRECTORS DECISION BOOKS IN ELECTRONIC FORMAT AND NOTARY APPROVAL
Article 64 of the Turkish Commercial Code No. 6102 (“TCC”) regulates that commercial books may be kept electronically and stipulates that the procedures and principles shall be determined by circulars issued by the Ministry of Trade.
In this context, the “Communication on Keeping Commercial Books Not Related to the Accounting of the Business Electronically” published in the Official Gazette dated 14.02.2025 and numbered 32813 entitled “Communication on Keeping Commercial Books Not Related to Business Accounting in Electronic Format,” which came into force on July 1, 2025.
Furthermore, pursuant to Article 390/1 of the Turkish Commercial Code (TTK), board of directors' decisions must be written and signed to be valid, and there was uncertainty in practice regarding the requirement for notary approval of decisions taken electronically.
In this context, in accordance with the SPK Decision Body's i-SPK.128.25 (dated October 9, 2025, and numbered 54/1810) Principle Decision, taking into account the provisions of the aforementioned Circular and the relevant regulations of the Turkish Commercial Code No. 6102, it has been decided that, until a new decision is made, no additional notary approval will be required for board of directors decisions created in the Electronic Commercial Ledger System (e-Defter) by legal entities that have started keeping a board of directors decision ledger through the Electronic Commercial Ledger System (e-Defter) when evaluating applications made to the CMB.
This decision aims to:
- Ensure consistency in electronic ledger applications,
- Prevent duplication in companies' ledger keeping and certification obligations,
- Preserve the reliability, accuracy, and legal validity of commercial ledgers during the digitization process.