NEW REGULATION ON ELECTRONIC MAINTENANCE OF COMMERCIAL BOOKS NOT RELATED TO THE ACCOUNTING OF THE BUSINESS
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 February 14, 2025 and numbered 32813. The procedures and principles regarding the keeping of the share ledgers, board of directors‘ resolution books and general assembly meeting and negotiation books electronically (collectively referred to as “Books”), which are commercial books in accordance with the fourth paragraph of Article 64 of the Turkish Commercial Code No. 6102 (the “TCC") are regulated.
Pursuant to the Communiqué, the following companies are required to keep their books of account in the electronic book system (the “System”) established by the Ministry of Trade (the “Ministry”).
- Companies registered to the trade registry as of January 1, 2026,
- 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 dated July 28, 1981 and numbered 2499, and free zone founder and operator companies, whose incorporations and articles of association amendments are subject to the permission of the Ministry.
Companies other than the companies mentioned above can keep their books in electronic environment voluntarily. However, it is not possible to return to physical books after the voluntary transition. The Books kept electronically within the scope of the Communiqué are valid legal books and there is no need for opening and closing approval for these Books.
Regulations Regarding the System User
The system user shall be determined by a form prepared in physical environment in accordance with the sample in the annex of the Communiqué or created in electronic environment through the Central Registry Registration System (the “MERSIS”) and approved by all members of the board of directors or shareholders specified in the company agreement. This form will be defined in MERSIS and if it is created in physical environment, it will be submitted to the trade registry directorate that will register the establishment of the company.
The members of the company's board of directors and shareholders are responsible for the accuracy of the records made in the books created in the System and the damages that may be caused by the differences between the records. However, the Ministry of Trade shall ensure that the information system is securely accessible and its confidentiality and integrity are protected.
The authorisation to perform transactions on the Ledgers created in the System belongs to the System user selected by board of directors or shareholders of the company. More than one person may be designated as a System user.
Regulations Regarding the Records to be created in the System
Companies that are obliged to keep electronic books shall apply to a notary public within two months at the latest as of the date of the obligation. Companies that wish to keep electronic books voluntarily shall apply to a notary public within the accounting period in which the decision is adopted for the closing approval of the physical books. Aforementioned decision shall be adopted in accordance with the sample attached as the annex of the Communiqué. The notary will perform the closing of the physical book and annotate this situation on the physical book, and the user information and closing transactions related to the transition to electronic books will be defined in the system and the books will be activated electronically. For companies that will keep their books in electronic environment since their establishment, the books are created in the System simultaneously with the registration of the company to the trade registry.
In the System, all transactions performed by the user are recorded according to the registration dates and any changes are prevented. Material errors made during the registration can be corrected by the user and the correction made due to material error can be entered into the System in the relevant field. The books kept in electronic environment are considered as legal books and are kept by the Ministry of Trade.
The Communiqué will enter into force on July 1, 2025 and the companies included under the scope of the Communiqué are required to complete the necessary preparations until this date.