Communiqué on the Electronic Maintenance of Commercial Ledgers Not Related to the Accounting of the Business Published

Gizem Şimşek co-authored this article.

With the Communiqué on the Electronic Maintenance of Commercial Ledgers Not Related to the Accounting of the Business (“Communiqué”), published in the Official Gazette dated 14.02.2025 numbered 32813, provisions have been set forth regarding the electronic maintenance of the Share Ledger, Board of Directors Resolution Ledger, and the General Assembly Resolution Ledger (“Ledgers”) as commercial ledgers, in accordance with the fourth paragraph of Article 64 of the Turkish Commercial Code No. 6102 (“TCC”).

The obligations related to the electronic creation, storage, and presentation of the Ledgers, along with the essential regulations governing the operation of the system in which these processes will take place under the Communiqué, are summarized below for your information.

Electronic Maintenance of the Ledger

In accordance with the Communiqué, the Ledgers of the companies listed below must be maintained in the electronic ledger system (“System”) which is created by the Ministry of Trade (“Ministry”):

i. Companies registered with the trade registry starting from January 1, 2026,

ii. Joint-stock companies listed in Article 5 of the Communiqué published in the Official Gazette No. 28468 on November 15, 2012, which are subject to the Ministry’s approval for their establishment and articles of association amendments, namely:

• Banks,

• Financial leasing companies,

• Factoring companies,

• Consumer finance and card services companies,

• Asset management companies,

• Insurance companies,

• Holding companies established as joint-stock companies,

• Currency exchange companies,

• General retail companies,

• Agricultural product licensed warehousing companies,

• Product specialization exchange companies,

• Independent auditing companies,

• Supervision companies,

• Technology development zone management companies,

• Companies subject to the Capital Markets Law No. 2499 dated July 28, 1981,

• Joint-stock companies that are founders and operators of free zones.

Companies not listed above may, voluntarily, keep their Ledger in electronic form. Once a choice is made, maintaining all ledgers in electronic form becomes mandatory. Consequently, companies that begin keeping their ledgers electronically cannot revert to physical ledgers under any circumstances.

Additionally, the Ledgers kept in electronic form under this Communiqué shall be considered valid statutory ledgers, and there is no requirement for opening and closing approvals for these Ledgers.

Regulations for the System User

The authority to perform transactions on the Ledgers created in the System belongs to the System user selected by the company’s management body or managing partners. Multiple individuals may be designated as System users.

The System user will be determined through a form that is either prepared in physical form in accordance with the example provided in the annex of the Communiqué or created electronically via the Central Registration System (“MERSİS”). This form must be approved by all members of the management body or managing partners as specified in the company’s articles of association. If the form is created in physical form, it will be submitted to the trade registry office responsible for the registration of the company’s incorporation. The Ledgers will grant the user access rights upon the company's registration. In companies that have begun keeping electronic ledgers, the user will be defined simultaneously with the definition of physical ledgers in the System by the notary.

Changes related to the registered user in the System will be carried out by submitting a form, prepared in accordance with the example in the annex of the Communiqué, to the notary or the trade registry office. In this case, the user information will be registered in the System by the notary or trade registry office. User changes may also be made electronically in accordance with the procedures and principles determined by the Ministry.

In the event that a management trustee is appointed to the company, the authority to use the System belongs to the trustee. The trustee may delegate this authority.

Lastly, it should be emphasized that companies are required to regularly monitor the transactions of users on the System and take necessary precautions to prevent unauthorized actions.

Regulations for User Record Keeping in the System

In the System, all transactions performed by the user are recorded according to their registration dates, and any modifications to them are prevented. Material errors made during the recording process are corrected by the user, and the fact that the correction was made due to a material error is noted in the relevant field of the System.

The data recorded in the System shall constitute the primary basis for the determination and verification of transactions conducted in the electronic environment.

Physical resolution minutes and other relevant documents that serve as the basis for the entries in the Ledgers must be retained to be presented when required.

Regulations for Maintaining the Share Ledger

For companies that will maintain their share ledger in electronic form, the initial registration process shall be carried out by transferring the information in the company’s articles of association to the System via MERSİS. Other information regarding shareholders and shareholding, which is not included in this transfer, shall be recorded in the electronic share ledger by the user.

Companies that maintain their share ledger in physical form shall transfer the updated data from the physical share ledger to the System when they start maintaining the share ledger in electronic form. This transfer shall be carried out by the user.

Restrictions on company shares, such as pledges, usufruct rights, attachments, and precautionary measures imposed by judicial authorities, shall be recorded in a designated section of the System.

Within the scope of the Communiqué, regulations regarding share transfers have also been introduced, and share transfer transactions shall be recorded in the System by the user. In cases where company approval is required for the validity of the transfer, information regarding the resolution of the competent corporate body granting such approval

Shares monitored in a dematerialized form by the Central Securities Depository shall be subject to the Capital Markets Law No. 6362 and other relevant regulations.

Regulations for Maintaining the Board of Directors Resolution Ledger

Decisions taken by the board of directors shall be recorded in the Board of Directors Resolution Ledger by the user.

In companies that have established an Electronic Meeting System or receive support services in this regard, board of directors' resolutions will be transferred to the System via the integration tool provided by the Ministry. Additionally, these companies may store board resolutions in a separate area through the Electronic Meeting System. In such cases, the information determined by the Ministry regarding the stored resolutions will be transferred to the System through the Electronic Meeting System. There is no obligation to upload or transfer board resolutions stored via the Electronic Meeting System to the System. However, storage, review, presentation, and verification procedures for these resolutions will also apply by analogy to the decisions stored in the Electronic Meeting System.

For limited liability companies, a directors resolution ledger may be maintained separately from the electronic General Assembly Resolution Ledger. In this case, the provisions related to the Board of Directors Resolution Ledger shall also apply to the directors resolution ledger.

Regulations for Maintaining the General Assembly Resolution Ledger

The copy of the general assembly meeting minutes and its annexes will be recorded by the user in the General Assembly Resolution Ledger.

In collective and limited partnerships, the decisions made by the partners assigned to the management or all partners regarding the company's management will be recorded in the General Assembly Resolution Ledger. These procedures will be carried out in accordance with the provisions of the Communiqué related to the General Assembly Resolution Ledger.

In limited liability companies, if a separate director’s resolution ledger is not kept, the decisions made by the manager or the board of managers regarding the company's management will be recorded in the General Assembly Resolution Ledger in the System.

Regulations for Application and Creation of the Ledgers

For companies that will maintain their ledgers electronically from the moment of their establishment, the ledgers will be transferred to the System and activated simultaneously with the company's registration in the trade registry.

Companies that maintain physical ledgers, when they fall under the obligation to maintain ledgers electronically, must apply to the notary for the closure approval of the physical ledgers within two months from the date this obligation arises, with a resolution prepared in accordance with the example provided in the annex of the Communiqué.

Companies that wish voluntarily to maintain their ledgers electronically must also apply to the notary for the closure approval of the physical ledgers within the accounting period in which the decision was made, with a resolution prepared in accordance with the example provided in the annex of the Communiqué. If the closure approval is not obtained within the relevant accounting period, a new decision must be made, and the closure approval must be obtained in the subsequent accounting periods in order to transition to the electronic ledger.

In obtaining the closure approvals, the notary will record the transaction date and number in the physical ledger, noting that the closure is being carried out for the purpose of transitioning to the electronic ledger. Once the user information and ledger closure details are registered in the System by the notary, the ledgers will be transferred to the System and activated.

Regulations for the Preservation and Access of Electronic Ledgers

The ledgers created on the System will be stored in the electronic ledger file format, ready for use by the companies. The Ministry is responsible for ensuring the secure storage, confidentiality, immutability, accessibility, and integrity of the ledgers. In accordance with the designated format, content, and standards, the Ministry will enable the downloading of the ledgers through the System.

Furthermore, the powers granted to the Ministry under the Communiqué are as follows:

i. The Ministry has the authority to make changes to the format and standards of the Ledgers maintained on the System, impose the obligation to comply with data security standards during the record creation process, and take the necessary measures to ensure the security of the System.

ii. The Ministry is authorized to determine one or more identity verification methods, such as the secure electronic signature defined under the Electronic Signature Law or e- Government Gateway methods, for secure and efficient operations within the System, and to make changes to the methods of system access or password creation.

iii. The Ministry has the authority to establish the procedures and principles for making changes to users in the electronic environment.

iv. In cases of force majeure, such as prolonged power or internet outages, cyber-attacks, systemic and technical problems, the Ministry has the authority to determine the procedures and principles for making transactions with documents and records, and for transferring the documents to the System after the resolution of these circumstances.

Examination, Submission, and Legal Liability of Ledgers

The examination and submission of Ledgers maintained in electronic form will be based on the electronic ledger file downloaded from the System and verifiable. When it is necessary to present a record or decision from the Ledgers, the user can create a verifiable copy of the record or decision through the System. Records or decisions created in this way, which can be verified by the relevant parties through the verification methods on the System, will be considered authentic.

It should be noted that the accuracy of the records made in the Ledgers created in the System, as well as any discrepancies between the records that may cause damages, are the responsibility of the members of the company's management body and its executives. This is because the Ministry does not perform content and factual suitability checks on the records in the Ledgers related to the execution of the System.

Transitional Provisions

In accordance with the Communiqué, until integration with the electronic general assembly and board of directors systems is established and an announcement is made by the Ministry on this matter, the general assembly and board of directors decisions taken electronically in compliance with the TCC will be recorded in the System by the user.

Effective Date

The Regulation will enter into force on 01.07.2025.