The Capital Markets Board's New Resolution Regarding the Electronic Commercial Book System Has Been Published

The Capital Markets Board (“CMB”), in its bulletin dated 9 October 2025, announced that, pursuant to the resolution contained therein and in consideration of the Communiqué on the Keeping of Commercial Books Not Related to Business Accounting in Electronic Form (“Communiqué”), board of directors’ resolutions created through the Electronic Commercial Book System (“ETDS”) shall not require notarisation unless a new resolution is adopted.[1]

With the removal of the notary certification requirement for board resolutions submitted to the CMB, companies that choose to utilise the ETDS can now expedite their processes and reduce associated costs while continuing to benefit from the efficiencies offered by the ETDS.

Keeping the Board of Directors' Decision Logs in Electronic Form in Accordance With the Communiqué

Under the previous version of the Communiqué, Article 7 required companies within it’s scope to transfer their board of directors' decision books to the Electronic Commercial Book System.[2] However, following amendment made on 20 September 2025, the introduction of Provisional Article 2 removed the obligation for companies already registered with the ETDS prior to the amendment’s effective date to maintain their board of directors’ decision books within the system.[3] Companies that wish to keep their board of directors' decisions in physical form may request to transition to physical books by applying to the Ministry of Trade ("Ministry") no later than 1 January 2026. Nonetheless, companies opting to continue using the ETDS may do so and continue to benefit from the system’s efficiencies and operational advantages.

One of the key advantages of the ETDS is the elimination of notarisation requirements for the submittion of commercial books. A Circular issued by the Ministry's General Directorate of Domestic Trade on 28 July 2025 clarified that companies using the ETDS are not required to have their decisions notarised when submitting them to trade registry offices, as such decisions can be verified directly through the ETDS.[4] A similar approach has been adopted by the CMB with its new resolution.

Conclusion

The newly published resolution clarifies the legal validity of records maintained through the ETDS and the procedures to be followed when submitting board of directors’ decisions to the CMB. The removal of the notarisation requirement has provided companies with considerable procedural ease. Through the ETDS, companies can now achieve both financial and time efficiencies while ensuring compliance with applicable regulations.

With thanks to Emre Göçenler and Yağmur Melek Sarıhasanoğlu for their contributions.

References

(Only in Turkish) Circular on General Assembly and Board of Directors/Managers Resolutions Submitted in Registration Applications. (2025, 07 29). Retrieved from Electronic Commercial Book System: blob:https://etds.ticaret.gov.tr/f55d90ee-6c83-4a02-8957-9bf44338ab9c

(Only in Turkish) Communiqué Amending the Communiqué on the Keeping of Commercial Books Not Related to Business Accounting in Electronic Form. (2025, 09 20). Retrieved from 33023 numbered Official Gazette: https://www.resmigazete.gov.tr/eskiler/2025/09/20250920-4.htm

(Only in Turkish) Communiqué on the Keeping of Commercial Books Not Related to Business Accounting in Electronic Form. (2025, 02 14). (32813). Retrieved from Official Gazette: https://www.resmigazete.gov.tr/eskiler/2025/02/20250214.htm

The Capital Markets Board . (2025, 02 9). (Only in Turkish) The Capital Markets Board Newsletter. Retrieved from The Capital Markets Board : https://spk.gov.tr/data/68e810df8f95db07f8e245ee/2025-53.pdf

[1] (The Capital Markets Board , 2025)

[2]  ((Only in Turkish) Communiqué on the Keeping of Commercial Books Not Related to Business Accounting in Electronic Form, 2025)

[3] ((Only in Turkish) Communiqué Amending the Communiqué on the Keeping of Commercial Books Not Related to Business Accounting in Electronic Form, 2025)

[4]  ((Only in Turkish) Circular on General Assembly and Board of Directors/Managers Resolutions Submitted in Registration Applications, 2025)