INFORMATION NOTE ON THE KEEPING OF COMPANY BOOKS IN ELECTRONIC FORMAT
I. Introduction
The Communiqué on the Keeping of Commercial Books not related to the Accounting of the Business in Electronic Format (the “Communiqué”), prepared by the Ministry of Trade (the “Ministry”) and the Ministry of Treasury and Finance, was published in the Official Gazette dated February 14, 2025 and numbered 32813. Pursuant to the Communiqué; the share ledger, the resolution book of the Board of Directors and the general assembly resolution book which are classified as “commercial books not related to the accounting of the business” under the Turkish Commercial Code (Law No. 6102) (the “TCC”) shall be mandatorily kept in electronic format as of January 1, 2026 by companies to be incorporated and those whose incorporation and articles of association amendments are subject to the Ministry’s approval. Additionally, the Communiqué introduces regulations prohibiting the maintenance of records in physical format once they have been kept in electronic format and abolishing the requirements for opening and closing certifications for such books.
The Communiqué will enter into force on July 1, 2025.
II. Existing Regulations on the Keeping of Company Books
Pursuant to article 64 of the TCC, every merchant is required to maintain company books and to clearly demonstrate in these books their commercial transactions, the economic and financial condition of their commercial enterprise, debts and receivables and records for each accounting period. The relevant legislation also states that for the books kept, except for the share ledger and the general assembly resolution book, the opening certification must be carried out by notary publics by the end of the month preceding the first month of the subsequent financial year.
The regulation on the keeping, registration, and certification of company books is set forth in the “Communiqué on Commercial Books” (the “Commercial Books Communiqué”), which was published in the Official Gazette dated December 19, 2012 and numbered 28502 and entered into force. According to this regulation, the opening certification of the resolution book of the Board of Directors must be made for each accounting period and for the closing certification, the relevant book must be submitted to the notary public by the end of the first month of the following accounting period with the final entry being certified by the notary public with a “Seen” annotation.
For those who fail to keep company books in accordance with the procedures and principles stipulated by the TCC and relevant secondary legislation, Article 562 of the TCC provides for an administrative fine for criminal liability, which has been set at 70,920 TRY (seventy thousand nine hundred twenty Turkish liras) for 2025.
III. Regulations Introduced by the Communiqué
The primary provision to be highlighted in the Communiqué is the obligation introduced in Article 5/1 of the Communiqué on Increasing of the Share Capital of Joint-Stock and Limited Companies to Newly Determined Minimum Values and Determination of Joint-Stock Companies, Incorporation and Amendment of Articles of Association of which are Subject to Permission” published in the Official Gazette dated November 15, 2012 and numbered 28468. According to this communiqué, companies listed as “banks, financial leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, joint-stock holding companies, companies operating currency exchange bureaus, companies engaged in general retail, agricultural products licensed warehouse companies, commodity specialized exchange companies, independent audit companies, surveillance companies, technology development zone management companies, companies subject to the Capital Markets Law (Law No. 2499) dated 28/7/1981, and free zone founders and operators” are required to keep their share ledger, resolution book of the Board of Directors, and general assembly resolution book in electronic format with the Ministry’s approval required for their establishment and amendments to the articles of association. In addition to companies within this scope, the Communiqué mandates that, as of January 1, 2026 all companies (joint-stock, limited, collective, commandite company and cooperatives) established and registered with the trade registry are also required to maintain these books in electronic format. Furthermore, it is stipulated that the electronic company books kept by these companies will be accepted as valid legal books, and opening and closing certifications will not be required.
Companies that are not required to keep electronic books under the Communiqué can voluntarily opt for electronic record-keeping. However, once this option is chosen, they will not be allowed to revert to maintain them in physical format.
The Communiqué includes detailed regulations regarding the principles to be followed when maintaining the share ledger, resolution book of the Board of Directors and general assembly resolution book in electronic format. In line with existing regulations, it also states that limited liability companies may maintain a resolution book of the Board of Managers separately from the general assembly resolution book in electronic format, and the principles regarding the resolution book of the Board of Directors will apply in this case. It is also stated that the first record regarding the shareholder structure of the company will be reflected through the Central Registration System (the “MERSIS”), but the remaining information must be entered into the electronic share ledger and decisions made by the Board of Directors, as well as copies of the general assembly meeting minutes must be uploaded to the relevant electronic books. In addition, physical decision minutes and related documents supporting the records in the electronic books must be retained and made available upon request
Section 3 of the Communiqué indicates that companies previously maintaining physical books but falling under the obligation to keep electronic books must apply to the notary public with a decision prepared in accordance with the sample decision in Annex 1 of the Communiqué, and have their physical books’ closing certification made within two months from the date their obligation arises, by September 1, 2025 at the latest. Companies wishing to voluntarily keep their books electronically must also apply to the notary within the same accounting period in which the decision was made and have their physical books’ closing certification.
Users conducting transactions in the Electronic Book System (the “System”) will be authorized through a form in Annex 2 of the Communiqué and with the approval of the company officials. Companies are also required to take necessary precautions to regularly monitor the actions of the users and prevent unauthorized transactions. In case of discrepancies in the records and any damage caused by them, members of the company’s management body and managers will be held liable under Article 553 of the TCC, both to the company and to its shareholders and creditors.
IV. Conclusion
With the Communiqué published on February 14, 2025 and entering into force on July 1, 2025 joint-stock companies subject to the Ministry’s approval for establishment and amendments to their articles of association are required to transfer their share ledger, resolution book of the Board of Directors and general assembly resolution book to electronic format, and designate authorized users to perform System transactions by no later than September 1, 2025. Additionally, as detailed above, starting from January 1, 2026 all companies to be established are required to maintain these company books in electronic format. Companies that violate these obligations may face administrative fines as prescribed by the TCC and the liability of company officials may be called into question.
In cases not covered by the Communiqué, the provisions of the Communiqué on Commercial Books and other relevant regulations shall apply as appropriate. Therefore, it is important for the relevant parties to take into account not only the TCC provisions mentioned in the Communiqué but also the provisions of the Communiqué on Commercial Books and secondary legislation.