The Capital Markets Board Resolution Authority's Principle Decision No. I-Spk 128.27 (Dated 15/01/2026 And Numbered 3/52) Has Been Published

The Capital Markets Board ("Board") published the Principle Decision No. i-SPK 128.27 (dated 15/01/2026 and numbered 3/52) of the Board Resolution Authority ("Principle Decision") through its Bulletin No. 2026/3 dated 15.01.2026.

The Principle Decision clarifies the practice regarding notary approval for books kept through the Electronic Commercial Ledger System ("ECLS"), which was established under the Communiqué on Keeping Commercial Books Not Related to Accounting in Electronic Form ("Communiqué"), published in the Official Gazette dated 14.02.2025 and numbered 32813, and entered into force on 01.07.2025.

Pursuant to the Communiqué, it has become possible for the share ledger, board of directors' resolution book, managers' resolution book, and the general assembly meeting and negotiation book to be kept in electronic form on a mandatory basis for certain companies and on an optional basis for other companies; furthermore, it is explicitly regulated that opening and closing approvals are not required for books kept in electronic form.

Within this framework, in practice, uncertainties have arisen as to whether notary approval is required for general assembly resolutions created in the ECLS and for share ledgers kept through the ECLS, in cases where legal entities have started to keep the general assembly meeting and negotiation book and the share ledger via the Electronic Commercial Ledger System in accordance with the Communiqué.

These uncertainties have been resolved by the published Principle Decision. Accordingly, the Board has resolved that no notary approval shall be required for general assembly resolutions created in the ECLS and for share ledgers kept through the ECLS by legal entities that have started to keep the general assembly meeting and negotiation book and the share ledger via the Electronic Commercial Ledger System.

Thus, in line with the fundamental approach of the Communiqué regarding the electronic ledger system, the Board has reinforced the legal validity of books and records created electronically and kept within the system operated by the Ministry, and has adopted an approach that eliminates uncertainties and the additional workload arising from the requirement of notary approval in practice.

You may access the relevant Principle Decision through Bulletin No. 2026/3 dated 15 January 2026, published on the official website of the Capital Markets Board.