Most startup board decisions are taken in a call, confirmed in a chat and written up months later when the registry or an investor asks. Turkish law has a precise idea of what a board resolution is, and a decision that does not meet it is not a decision. Under Article 390 of the Turkish Commercial Code No. 6102 (TCC), the board meets with the majority of its full membership and resolves with the majority of those present; directors cannot vote by proxy or attend through a representative; tied votes are carried to the next meeting and then fail; a resolution may be adopted without a meeting by circulating a written proposal to all members and collecting the written approval of at least the majority of the full membership; and every resolution is valid only if written and signed. Article 391 lists the resolutions that are void regardless of how they were adopted, and Article 1527 allows fully electronic or hybrid meetings if the articles provide for them. This article explains how a lawful board meeting is convened, held and recorded, what the circular resolution can and cannot do, which decisions are reserved to the board and which are void, and how to keep the resolution book so that it survives diligence. It completes the trilogy with our articles on director liability and the first general assembly.
Convening the meeting
The Code does not prescribe a notice period for board meetings; the articles or the board’s internal directive do, and in their absence reasonable notice with an agenda is the standard the courts apply, because a resolution adopted at a meeting some members were not told about is treated by the courts as adopted by an improperly constituted board and therefore void. The chair convenes (Article 392 gives each member the right to request that the chair convene a meeting, and to have any book, record, contract or document brought before the board). Since the 2024 amendment to Article 392(7), a written request by a majority of the members obliges the chair to convene a meeting to be held within thirty days; if the chair does not, or neither the chair nor the deputy chair can be reached, the requesting members may convene it themselves, and the articles may provide a different convening procedure. For a venture-backed company the shareholders’ agreement usually sets the cadence (quarterly at minimum), the notice period (five to ten business days) and the information pack; write the same rules into the articles or the internal directive so that they bind the company and not only the signatories. Directors attend in person or, where the articles allow under Article 1527(1), electronically; they may not send a proxy or vote through another director (Article 390(2)).
Quorum and voting
Unless the articles impose a stricter rule, the board meets with the majority of the full number of members and resolves with the majority of the members present (Article 390(1)); the same quorums apply to electronic meetings. “Full number” means the number of seats fixed in the articles or elected by the general assembly, not the number currently filled, so a vacancy reduces the room for absences. On a tie the matter is deferred to the next meeting and, if tied again, is deemed rejected (Article 390(3)); the chair has no casting vote unless the articles grant one, and Turkish practice is divided on whether a casting vote is a permissible “aggravating” provision, so investors usually prefer a fixed odd number of seats. Articles may raise the quorums or require specific directors’ votes for reserved matters, which is how the investor’s board-level veto is implemented, but may not lower them below the statutory majority. A director with a conflict of interest must abstain from the deliberation and the vote under Article 393 and is not counted for the decision quorum on that item, although he remains counted for the meeting quorum.
The circular resolution
Article 390(4) is the startup board’s workhorse. If no member requests a meeting, a resolution may be adopted by one member’s written proposal on a specific matter, drafted in the form of a resolution, receiving the written approval of at least the majority of the full membership. Three conditions must all be met: the proposal must have been made to all members, which is a validity condition; the approvals need not be on the same sheet, but all sheets bearing signatures must be pasted into the board resolution book or converted into a resolution bearing the approving signatures and entered there; and the resolution is valid only when written and signed (Article 390(5)). The circular route fails, and a physical or electronic meeting is required, the moment any member asks for a meeting; a founder majority cannot use circulation to bypass an investor director who wants to discuss. Electronic signatures are accepted where the resolution book is kept electronically under the Ministry’s system; where the book is a paper book, wet-ink signatures or a resolution re-signed for the book are the safe course.
What the board must decide itself
Article 375 lists the powers the board may not delegate and may not waive: top-level management, the management organisation, the accounting and financial-control systems, appointment and dismissal of managers, supervision of management, keeping the share ledger and the resolution books, preparing the annual report and the general assembly, and the Article 376 notifications. Everything else may be delegated under Article 367 through an internal directive to one or more directors or third parties, and Article 371 governs representation and signature authority, which is registered and announced. For a startup this produces a clean split: the executive founders run the company under a delegation and a registered signature circular; the full board resolves the Article 375 matters, capital increases under a registered capital or conditional capital authorisation, related-party transactions, approval of share transfers under Article 492, and whatever the shareholders’ agreement reserves. A board that delegates without an internal directive has not delegated, and every director remains exposed for management acts under Article 553.
Void resolutions
Article 391 allows anyone to ask the court to declare a board resolution void, in particular where it violates the principle of equal treatment, is inconsistent with the basic structure of the company or fails to respect the maintenance of capital, infringes or restricts shareholders’ inalienable rights, or falls within the non-transferable powers of other organs or concerns their delegation. Unlike general-assembly resolutions, which are challengeable within three months, a void board resolution can be attacked at any time and by any interested person. Resolutions adopted without quorum, without notice to a member, or by circulation not offered to all members are treated as void for want of a lawfully constituted board; a resolution to increase capital beyond a registered capital authorisation falls under the other-organs branch. Because the consequence is nullity rather than annulment, the registry may refuse to register acts based on the resolution, and a buyer’s counsel will require the defective resolutions to be re-adopted before closing. A board also has an Article 392 duty of information to its own members that supports these rules: a member’s request for documents or information cannot be refused, and a refusal entitles him to apply to the court.
Electronic and hybrid meetings
Article 1527(1) allows board meetings of capital companies to be held entirely electronically or as hybrid meetings with some members physically present and others participating electronically, provided the articles so provide, and confirms that the statutory and articles quorums apply unchanged. The Communiqué on Boards to be Held Electronically in Commercial Companies other than Joint-Stock Company General Assemblies (Official Gazette 29 August 2012, No. 28396) requires the electronic system to identify participants securely and to record the meeting, and the Ministry’s technical rules apply to the system used. Companies whose articles predate their investors often lack the clause; add it at the next articles amendment, together with the general-assembly equivalent under Article 1527(5), because a board that meets on a video call without the articles clause has held an informal discussion followed, at best, by a circular resolution.
The resolution book
The board resolution book is a statutory book under Article 64(4). A paper book is opened with an approval by the trade registry at incorporation or by a notary for later books and, like a paper journal and unlike the share ledger and general-assembly book, is subject to a closing approval by the notary by the end of the first month of the following financial year (Article 64(3)). It may instead be kept electronically in the Ministry of Trade’s system under the 2025 Communiqué on Keeping Non-Accounting Commercial Books Electronically, in which case no opening or closing approval applies; since the September 2025 amendment this is optional even for companies that must keep their share ledger and general-assembly book electronically. Each resolution should record the date and number, the members present and absent, the quorum, the agenda item, the reasoning, the votes for and against with any dissent and its grounds, and the signatures; where an Article 393 conflict arose, the recusal. Numbering must be continuous and chronological; a book with gaps or resolutions dated out of order is a red flag. Keep the supporting documents (management accounts, the proposal circulated, the investor director’s written questions and the answers) in a board file referenced by resolution number. The book is what a court reads under Article 557 when it apportions liability among directors, and what a buyer reads to decide whether the company’s corporate acts are valid; it deserves the same care as the accounts.
Can the board meet with only the founder directors present if the investor director was invited and declined?
Yes, if the meeting quorum under Article 390(1) is met by those present and notice was properly given. The investor’s protection lies in the articles’ group approval requirement for reserved matters, which a quorate board still cannot override.
Is a resolution signed by all directors on different days at different places valid?
As a circular resolution under Article 390(4), yes, provided the proposal went to all members and the signed sheets are entered in the resolution book. As a “meeting” it is not, and should not be minuted as one.
Do board resolutions need to be registered?
Only those the law requires: capital increases under a registered or conditional capital authorisation, changes of representation authority under Article 371, the internal directive where it appoints limited-authority signatories under Article 371(7), and similar. Ordinary resolutions stay in the book but must be there.
Related: board of directors · quorum · director liability.
Sources. Turkish Commercial Code No. 6102 (Articles 64, 367, 371, 375, 390–393, 492, 553, 557, 1527); Communiqué on Boards to be Held Electronically in Commercial Companies other than Joint-Stock Company General Assemblies (Official Gazette 29 August 2012, No. 28396); Communiqué on Keeping Commercial Books Not Related to the Enterprise’s Accounting in Electronic Form (Official Gazette 14 February 2025, No. 32813, as amended). Statute links open the official Turkish texts on mevzuat.gov.tr.
This article is provided for general information only and does not constitute legal advice. Please seek legal support for an assessment of any specific matter.
