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Ticaret şirketlerinde karar defterinin hükmü
(2025) Kurt, Elanur; Özcanlı, Fatma Beril
This thesis analyzes the legal nature, evidentiary value, and practical significance of resolution books that are required to be kept by capital companies under the Turkish Commercial Code. In particular, it focuses on the board of directors' resolution book and the general assembly meeting and negotiation book, which record corporate decisionmaking processes and reflect the will of the company. The study examines in detail the statutory obligations to maintain these books, including their formal requirements, content standards, and procedures for notarial or trade registry certification. It further highlights the importance of keeping resolution books in compliance with procedural rules, as they serve as crucial evidence under Article 222 of the Turkish Code of Civil Procedure. However, such books may only be accepted as favorable evidence if they fully meet the legal and procedural conditions. The thesis also discusses the legal and administrative consequences of failing to maintain or properly certify these records. Finally, the research explores the transition to electronic bookkeeping within the framework of ministerial regulations. The benefits, technical requirements, and responsibilities of companies adopting electronic resolution books are assessed. The thesis concludes that resolution books should not be regarded merely as formalities, but rather as indispensable instruments of corporate governance, legal certainty, and evidentiary reliability in judicial proceedings.

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