With the Communiqué on Maintenance of Commercial Books Not Related to the Accounting of the Business in Electronic Form (the “Communiqué”) published in the Official Gazette dated 14 February 2025, it has become mandatory for companies to keep their commercial books not related to the accounting of the business electronically as of July 1, 2025.
Books and Enterprises within the Scope of the Communiqué
The commercial books, which have been made mandatory to be kept electronically pursuant to the Communiqué, are the share ledgers, the board of directors‘ resolution books, the board of managers’ resolution books, and the general assembly meeting and negotiation books.
The following companies are obliged to maintain their books electronically in accordance with the Communiqué:
i. Companies established as of January 1, 2026;
ii. Banks, financial leasing companies, factoring companies, consumer financing and card services companies, asset management companies, insurance companies, holdings established as joint-stock companies, companies operating foreign exchange offices, companies engaged in public retailing, agricultural product licensed warehousing companies, commodity exchange companies, independent auditing firms, inspection companies, technology development area management companies, companies subject to the Capital Markets Law, and free zone founder and operator companies, whose incorporations and articles of association amendments are subject to the permission of the Ministry of Trade (the “Ministry”).
Companies that are not listed under items (i) and (ii) above may voluntarily maintain their books electronically. In this case, all of the books must be maintained electronically.
Companies that have started to maintain their books electronically will not be able to keep these books in physical form again regardless of any reason.
Creation of Books Electronically
For companies that will maintain their books electronically starting from their incorporation, such books will be created and activated in the Electronic Book System (the “System”) established by the Ministry simultaneously with the incorporation of the company before the trade registry.
Companies that currently maintain their books physically but have become obliged to keep their books electronically with the Communiqué are required to obtain the closing certification of the physical books by applying to a notary public within two months at the latest from the date the obligation arises.
Companies that wish to voluntarily maintain their books electronically are also required to obtain a closing certification for their physical books by applying to a notary public with a resolution to be adopted in that respect, within the relevant fiscal period in which the resolution is taken.
The process will be completed when the notary public defines the user and the closing information of the books to the System and the books are created and activated in the System.
Opening and closing certifications will not be required for books kept electronically.
The principles and procedures for keeping the books electronically in the System are regulated for each book in the Communiqué.
System User
The authorization to perform transactions on the books created in the System shall belong to a system user to be determined by the companies’ management bodies or managing partners among the members of the management body, managing partners, or third parties by approving a form prepared physically in accordance with the Communiqué or a form created electronically through MERSIS. More than one person may be determined as the system user. It will be necessary to apply to the notary public or the trade registry directorate for changes to be made in the system user. Companies are obliged to regularly check the users’ transactions on the System and take necessary measures to prevent unauthorized transactions.
The members of the company's management body and directors shall be responsible for the accuracy of the entries made in the books created in the System and for any damages that may arise due to the discrepancies between the records.
Conclusion
It is essential for companies to first conduct a preliminary assessment to determine whether they are required to maintain their commercial books electronically under the Communiqué. Companies covered by the Communiqué must complete their preparations no later than two months starting from July 1, 2025.
For companies to be established after January 1, 2026, it is also important to make the necessary preparations in consideration of the regulations set forth in the Communiqué.
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