Electronic Books System

1. INTRODUCTION

It has become mandatory for commercial companies to keep some of their commercial books, which are not related to the accounting of the undertaking, in electronic environment with effect from July 1, 2025, and the principles regarding the implementation have been determined with the Communiqué.

This Communiqué has been prepared based on the third and fourth paragraphs of Article 64 and the first paragraph of Article 210 of the Turkish Commercial Code No. 6102 (“TCC“), which authorizes the Ministry of Commerce to require the keeping of certain books in electronic environment.

2. BOOKS AND OBLIGORS WITHIN THE SCOPE OF THE COMMUNIQUÉ

o   Books

With the Communiqué, the books that will be obligatory to be kept electronically are listed below:

·   Share Ledger

·   Board of Directors Decision Book

·   Board of Directors Decision Book

·   General Assembly Meeting and Negotiation Book

o   Obligors

Companies that will be obliged to keep their books electronically are listed below:

·   Companies whose incorporation is registered in the Trade Registry as of 1/1/2026,

·   Banks,

·   Companies Engaged in General Merchandising,

·   Agricultural Products Licensed Warehousing Companies,

·   Financial Leasing Companies,

·   Factoring Companies,

·   Commodity Exchange Companies,

·   Independent Audit Companies,

·   Consumer Finance and Card Services Companies,

·   Inspection Companies,

·   Technology Development Zone Management Companies,

·   Asset Management Companies,

·   Companies Subject to Law No. 2499,

·   Insurance Companies,

·   Holdings Established as Joint Stock Companies,

·   Free Zone Founder and Operator Companies,

·   Companies Operating Foreign Exchange Offices

In this context, companies that are not liable may optionally keep their books within the scope of the Communiqué in electronic environment, but in this case, they must keep all their books in electronic environment.

Companies that have started to keep their books electronically within the scope of the Communiqué are prohibited from keeping these books in physical form under any circumstances.

Opening and closing approval will not be required for the books kept in electronic environment.

3. ELECTRONIC BOOK SYSTEM

The Electronic Book System (“System“) is defined in the Communiqué as the system established by the Ministry of Commerce, which enables the creation, keeping, storage and submission of books and records made in these books in electronic environment.

The books of companies that are obliged to keep electronic books since their establishment will be automatically created and activated as soon as they are registered with the trade registry.

Companies that currently keep physical books and will switch to electronic books must have their physical books notarized by a notary public within two months at the latest as of July 1, 2025, the date on which the obligation arises.

The authority to perform transactions on electronic books and in the system will belong to the members of the management body, managing partners or third parties authorized by the company’s management body or managing partners. It is possible to designate more than one person as the system user. Companies are obliged to regularly check the user’s transactions and prevent unauthorized transactions.

The founders, members of the board of directors and managers of the company will be liable for the accuracy of the records made in the books created in the system and the damages that may arise from the differences that may arise between the records within the scope of Article 553 of the TCC.

Resolutions of the board of directors and the board of managers will be uploaded to the electronic book system by the system user, and can be transferred directly through the Ministry of Commerce integration or the Electronic Meeting System in companies using the Electronic Meeting System. The minutes of the general assembly meeting and its annexes will be recorded in the system in the same way.

For limited liability companies, if a decision book of the board of directors is not kept in addition to the general assembly book, the decisions taken by the manager or the board of directors regarding the management of the company shall be uploaded to the general assembly meeting and negotiation book.

4. CUSTODY AND AUDIT OF ELECTRONIC BOOKS

The books created on the system will be stored in the information system of the Ministry of Commerce in the format of an electronic book file, ready for use by companies. The Ministry is obliged to ensure that the electronic book files are securely stored, confidentiality, immutability, accessibility and integrity, user control is carried out electronically with password and other security mechanisms, and logs of each transaction are recorded.

Except for the authorities authorized by the relevant laws, only persons authorized by the company will be able to access the records in the books.

In the system, all transactions performed by the User will be recorded in such a way that no changes can be made on it according to the registration dates.

It is obligatory to keep the physical decision minutes and other relevant documents that are the basis for recording in the books to be submitted upon request. Therefore, it is important to preserve and store the physical records of the electronic books within the companies.

5. CONCLUSION

The transition to the electronic book system, which is regulated by the Communiqué published in the Official Gazette on February 14, 2025 and will enter into force on July 1, 2025, aims to make commercial books secure, accessible and suitable for audit in digital environment.  This regulation will positively affect commercial life and will prevent many negativities encountered in practice.

For the matters not regulated in the Communiqué, the provisions of the Communiqué on Commercial Books and other relevant legislation shall apply to the extent appropriate.

No regulations have yet been made on issues that may be encountered in practice, such as how the physical minutes of decisions and related documents will be stored, what solutions will be found in case of loss of these documents, how the signature process of the decisions to be uploaded to the digital system will work, whether the decisions taken will require notarization after uploading to the system, or how to proceed if notarization is required.

The procedures and principles, guidelines and announcements regarding the Communiqué and its implementation will be published on the website of the Ministry of Commerce etds.ticaret.gov.tr and it is expected that the necessary information will be provided until July 1, 2025, the effective date of the Communiqué.

It is of utmost importance for companies that are obliged under the Communiqué to complete the necessary preparations and take the necessary measures within two months at the latest as of July 1, 2025, when the Communiqué will enter into force, in accordance with the deadlines and principles set forth in the Communiqué.