ARTICLE
1 August 2025

The Notarization Requirement Has Been Abolished For Companies Transitioning To The Electronic Commercial Ledger System

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LBF Partners

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Pursuant to the notification of the Directorate General of Domestic Trade of the Ministry of Trade, titled "General Assembly and Board of Directors/Directors Resolutions Submitted in Registration Applications," ...
Turkey Corporate/Commercial Law

Pursuant to the notification ("Notification") of the Directorate General of Domestic Trade of the Ministry of Trade, titled "General Assembly and Board of Directors/Directors Resolutions Submitted in Registration Applications," it has been stated that with the transition to the electronic ledger system for the storage of resolutions adopted by company bodies, notarization shall no longer be required for such resolutions submitted to the trade registry offices.

Regarding the Notification, it has been clarified that the requirement, stipulated under various provisions of the Turkish Commercial Code No. 6102 and the Trade Registry Regulation to obtain a notarized copy of the competent corporate body resolutions depending on the subject matter of the application, is limited to the notary's certification that the resolution is an exact copy of the entry recorded in the relevant commercial ledger. It has also been stated that such notarization does not constitute a certification of the signatures contained in the resolution.

Pursuant to the Communiqué on the Keeping Commercial Ledgers Not Related to the Accounting of the Business in Electronic Form ("Communiqué"), for companies that keep their commercial ledgers, such as the share ledger, board of directors' resolution ledger, and general assembly meeting and negotiation ledger, electronically through the Electronic Commercial Ledger System ("ECLS"), the system allows records and resolutions contained in the ECLS to be downloaded with a verification code and third parties to which the document is submitted to, verify via the ECLS with the verification code placed at the bottom of the document, that the relevant resolution is an exact copy of the entry in the electronic commercial ledger. Due to the verification functionality provided by the ECLS, it is expressly stated that resolutions submitted by companies to third parties, particularly trade registry directorates, and verifiable through the ECLS, shall not be subject to a separate notarization requirement.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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