New Chapter for Commercial Books: Mandatory Electronic Bookkeeping for Non-Accounting Commercial Books

Elif Kalebek co-authored this article.

With the Communiqué on Keeping of Non-Accounting Commercial Books in Electronic Format published in the Official Gazette dated February 14, 2025, and numbered 32813 (the “Communiqué”), certain companies are now required to keep their share ledger, board of directors’ resolution book, board of managers’ resolution book, and general assembly meeting and negotiation book electronically starting from July 1, 2025, instead of in physical format.

The electronic ledger system (the “System”), which enables the recording, storage, and presentation of the records in these books, will be established by the Ministry of Trade.

Companies required to maintain electronic books

In summary, the Communiqué imposes an obligation to maintain records electronically on companies established after January 1, 2026, as well as the companies whose incorporation and amendments to their articles of association are subject to approval under the Communiqué on the Increase of the Capital of the Joint Stock and Limited Liability Companies to Newly Determined Minimum amounts and on the Determination of Joint Stock Companies Subject to Approval for Incorporation and Amendments to Articles of Association, published in the Official Gazette dated November 5, 2012, and numbered 28468.

The companies subject to the relevant obligation are listed in detail below:

- Companies registered with the trade registry as of January 1, 2026.

- Holding companies established as joint-stock companies.

- Companies subject to the Capital Markets Law.

- Banks, financial leasing companies, and factoring companies.

- Asset management companies.

- Insurance companies.

- Consumer finance and card services companies.

- Companies operating currency exchange offices, public warehousing; licensed agricultural warehousing companies, and product specialized exchange companies.

- Independent audit and supervision companies.

- Companies that establish and operate freezones.

Other companies may opt to maintain their books electronically on a voluntary basis. However, once a company switches to electronic bookkeeping, it will not be allowed to revert to physical keeping of commercial books.

Opening and closing approval obligations will not be applied to electronically maintained books

Under the Turkish Commercial Code and the Communiqué on Commercial Books, the share ledger and the general assembly meeting and negotiation book maintained in physical form were subject to opening and closing approvals, while the board of directors’ resolution book and board of managers’ resolution book required opening, closing, and as called in practice, “interim” approvals. This practice primarily aimed to certify that records kept in physical form were made sequentially and within the relevant approval periods. Since electronic bookkeeping prevents any retrospective modifications to record dates and document content, the requirement for opening and closing approvals has been abolished.

Regulations for each type of book

Share Ledger

For share ledgers that will be maintained electronically as of the company’s incorporation, the initial record will be created by transferring the information included in the company’s articles of association to the system via the Central Registry System (“MERSIS”). Other information related to the company and its shareholders will be entered into the electronic share ledger by the system user.

In cases where companies transitioning from physical to electronic share ledgers, the system user will transfer the current records from the physical share ledger to the electronic share ledger.

The electronic share ledger will also include encumbrances such as pledges, usufruct rights, precautionary measures imposed by judicial authorities, and attachments in addition to shareholder information. Incases where share transfers require the approval of the company or an administrative authority under applicable regulations, such approvals will also be recorded in the system. Furthermore, inheritance, division of inheritance, matrimonial property regimes, compulsory enforcement, judicial decisions on share transfers, and share transfers not requiring company approval will be recorded along with relevant decisions and documents.

For dematerialized shares monitored by the Central Securities Depository, the Capital Markets Law and relevant regulations will continue to apply.

Board of Directors’ Resolution Book

For companies maintaining an electronic board of directors’ resolution book (in limited liability companies, board of managers’ resolution bookkept separately from the general assembly meeting and negotiation book),all board resolutions will be uploaded to the System.

For companies using the Electronic Meeting System in accordance with article 1527 of the Turkish Commercial Code, resolutions will be transferred to the System via an integration tool provided by the Ministry of Trade. Additionally, companies that either establish their own Electronic Meeting System or receive support services for it are allowed to store their board resolutions in a designated area within the Electronic Meeting System. In this case, the information regarding the stored decisions determined by the Ministry of Trade will be transferred to the System via the Electronic Meeting System, and there will be no requirement for uploading or transferring to the System. 

General Assembly Meeting and Negotiation Book

A copy of the general assembly meeting minutes and its annexes (in limited companies, if a separate board of managers’ resolution book is not maintained, the resolutions taken by the manager or the board of managers regarding the company management; in collective and limited partnerships, the decisions taken by the partner or partners assigned with management duties orby all partners regarding company management) must also be uploaded to the general assembly meeting and negotiation book kept electronically.

For companies using the Electronic Meeting System, the copy of the minutes and its annexes will be transferred to the System through an integration tool provided by the Ministry of Trade.

Application procedure and creation of books

Applications for maintaining electronic books must be made to either the trade registry or the notary, based on the relevant company. In this regard:

- For companies that will maintain their books electronically as of the incorporation, the books will be created and activated in the System simultaneously with the company’s registration in the trade registry.

- Companies that were previously maintaining their books in physical format and are now subject to the obligation to maintain books electronically must apply to the notary for the closing approval of the physical books within 2 months from the date the obligation arises, with a decision by their authorized bodies.

- Companies wishing to maintain their books electronically voluntarily must also apply to the notary with a decision by their authorized bodies for the closing approval of the physical books within the accounting period in which the authorized body resolution was taken. If the closing approval is not made within the relevant accounting period, the closing approval can only be made in the next accounting periods through a new decision in the same period to transition to the electronic books.

Appointment of the system user

The authority to perform transactions on the books created in the system belongs to the system user. The system user may consist of one or more individuals and can be selected from the members of the management body, managing partners, or third parties.

The appointment of the user is made through a form that will be physically prepared by the company’s management body or managing partners, or created via MERSİS, and can always be changed. This form must be approved by all members of the management body or managing partners.

Storage and access to electronic books

Electronic books will be stored in the Ministry of Trade’s information system. In this regard, the Ministry of Trade is responsible for ensuring the storage, security, confidentiality, immutability, accessibility, and integrity of the electronic book files. The Ministry will also allow the downloading of electronic book files from the System in specific formats, contents, and standards to be determined.

Access to the records in the books can only be provided to individuals authorized by the company and authorities designated in accordance with applicable laws. The user may create a copy of the books through the System when necessary.

Recording in the books

The records to be made in the books will be kept according to the transaction date, and it will not be possible to make any changes to the records afterwards. However, material errors made by the user are exceptions to this rule.

Archiving obligation

Although the Communiqué aims to digitalize the bookkeeping process, it has been mandated that physical minutes and other relevant documents supporting the records in the books must be archived to be presented upon request.

Legal liability

The members of the company’s management body and its executives are responsible, in accordance with article 553 of the Turkish Commercial Code, for any errors in the accuracy of the records created in the system and for any damages that may arise from discrepancies between the records.

It is explicitly stated in the Communique that the fact that the System is operated under the Ministry of Trade does not imply that the content and accuracy of the records in the ledgers will be audited.

You can access the full text of the Communiqué (in Turkish) here.