Communiqué on Amendments to the Communiqué Regarding Commercial Books Published

In relation to the update of the definition of ownership regarding bearer shares, the extension of the application period for obtaining a certificate of loss for commercial books, the expansion of the procedure for notary submission in the renewal of commercial books, and the differentiation of applicable regulations for commercial books to be kept in electronic form based on separate legislative frameworks, the Communiqué on Amendments to the Communiqué Regarding Commercial Books (“Communiqué”) was published in the Official Gazette dated 10.07.2025 and numbered 32952.

A summary of the amendments introduced under the Communiqué is presented below for your information.

Update on the Definition of Ownership Regarding Bearer Shares

With the Communiqué, a change has been made to the definition of ownership regarding bearer shares in joint-stock companies and limited partnerships divided into shares. In this context, whereas previously those who could prove that they were holders of bearer share certificates were recognized as shareholders and usufruct right holders in such companies, the amendment now stipulates that only those who can prove possession of the bearer share certificate and have been notified to the Central Registry Agency (“CRA”) shall be recognized as shareholders and usufruct right holders.

This amendment establishes that proof of possession of the share certificate alone is no longer sufficient; it is also mandatory that the relevant person’s possession of the bearer share certificate is registered with the CRA to acquire shareholder status.

Extension of the Application Period for Loss Certificates

With the Communiqué, the deadline for merchants to apply for a loss certificate in the event of the loss (destruction) of books and documents they are obliged to keep has been extended.

Accordingly, merchants who lose their books and documents within the retention period due to reasons such as fire, flood, earthquake, or theft were previously required to apply within 15 days from the date they became aware of the loss; this period has now been extended to 30 days.

The application is made without an adversary to the competent court in the location of the commercial enterprise, and the court may order the collection of evidence if deemed necessary.

Expansion of Notarization Requirement in the Renewal of Company Books

The Communiqué has expanded the provisions regarding the notarization process to be applied during the renewal of the share ledger.

Previously, in cases where only the share ledger needed renewal, it was sufficient to present the new ledger requiring opening approval to the notary along with the old ledger to be discontinued or the loss certificate. With the amendment, it is now stipulated that, in addition to the share ledger, when the renewal of the board of directors’ resolution book and the general assembly meeting and negotiation book is also required, these books must likewise be submitted to the notary following the same procedure.

Separation of Applicable Legislation for Commercial Books Kept in Electronic Format

The Communiqué clarifies the regulations applicable to commercial books maintained electronically, explicitly distinguishing between books related to the enterprise’s accounting and those that are non-accounting commercial books, and stipulates that different legislative provisions will apply to each category.

Within this scope:

• For books directly related to the enterprise’s accounting, such as the journal, general ledger, inventory book, operating book, and similar, the provisions of the Electronic Book General Communiqué (Serial No: 1) published in the Official Gazette dated 13/12/2011 and numbered 28141 will continue to apply. This Communiqué contains comprehensive regulations regarding the creation, recording, preservation, and presentation of electronic books, pursuant to the provisions of the Tax Procedure Law No. 213 and the repealed Turkish Commercial Code No. 6762.

• Conversely, for commercial books not directly related to the enterprise’s accounting, such as the share ledger, board of directors meeting minutes book, board of managers meeting minutes book, and general assembly meeting and negotiation book, the Communiqué on the Electronic Maintenance of Commercial Ledgers Not Related to the Accounting of the Business, published in the Official Gazette dated 14/02/2025 and numbered 32813, shall apply. This new regulation sets forth the procedures and principles regarding the electronic creation, preservation, and presentation of commercial books listed in Article 64, paragraph 4 of Turkish Commercial Code No. 6102.

Detailed information regarding the Communiqué on the Electronic Maintenance of Commercial Ledgers Not Related to the Accounting of the Business, published in the Official Gazette dated 14/02/2025 and numbered 32813, has been provided in our information note dated 17.02.2025.

Effective Date

The Communiqué, which shall be enforced jointly by the Minister of Trade and the Minister of Treasury and Finance, entered into force on its publication date, 10.07.2025.