The Capital Markets Board has amended the Communiqué on General Assembly Procedures of Publicly Held Companies, removing the notarization requirement for general assembly minutes adopted through the Electronic General Assembly System (e-GKS). The change continues the long-running effort to digitalise corporate governance procedures for listed companies and is expected to reduce processing time and administrative cost without weakening minority shareholder protection.
Background
Under the Turkish Commercial Code No. 6102 (TCC), general assembly minutes of joint stock companies are subject to procedural validity requirements, including the participation of a ministry representative for certain resolutions and the keeping of an authenticated minute book. For publicly held companies, the Capital Markets Law No. 6362 and the secondary legislation of the Capital Markets Board impose additional layers, including the mandatory use of the Electronic General Assembly System operated by the Central Securities Depository for shareholder participation and voting.
In practice, even though e-GKS already generates an electronic record signed by the chairperson and the ministry representative, market participants were also obtaining a separate notarised hard-copy minutes to satisfy registration and disclosure expectations. The Board concluded that this duplication created unnecessary burden without adding meaningful evidentiary value.
Scope of the Change
The amendment provides that, for publicly held companies, general assembly resolutions recorded through e-GKS and signed in compliance with the qualified electronic signature requirements no longer require additional notarisation for purposes of the Capital Markets Law-driven processes. The minutes generated by e-GKS are deemed conclusive for filings with the Capital Markets Board, the Public Disclosure Platform (KAP), and the Central Securities Depository.
The Communiqué clarifies the interaction with the Trade Registry: registration of resolutions that fall within TCC Article 36 will continue under the existing rules, and trade registries will accept the e-GKS output as sufficient documentation, provided that the electronic signatures and ministry representative attendance are properly recorded. Provisions of the Independent Audit Regulation and minority rights regimes are unaffected.
Effects on Corporate Practice
Listed companies are expected to revise their general assembly preparation procedures, including their convocation notices, voting instructions, and post-meeting filing checklists. The simplification eliminates physical notarisation queues and reduces post-meeting turnaround times, supporting timely disclosure and registration. Investor relations teams should update their disclosure templates and confirm with their registry agents that the new procedure is reflected in their workflows.
Audit committees and corporate secretarial teams are advised to update their corporate governance manuals, internal control matrices, and document retention policies accordingly. Our office assists publicly held companies in revising general assembly playbooks, drafting updated convocation packs, and addressing transitional questions arising from the new framework.