Reminder on Certification of Commercial Books

Mustafa İriboz co-authored this article.

• As is known, for joint stock and limited liability companies (i) general assembly meeting book, (ii) share ledger and (iii) board of directors/board of managers decision book are the statutory commercial books to be kept.

Limited liability companies are not obliged to keep a separate board of managers decision book, and if a separate board of managers book is not kept, the resolutions may be recorded in the general assembly meeting book.

• In practice, the commercial books are opened by the registry offices and delivered to the companies during the company establishment process, however it is also possible that the opening certification are made by the notary public. In this case, the trade registry certificate must be submitted to the notary public for the opening certification procedures.

Within the scope of the Tax Procedure Law and the Turkish Commercial Code, it’s stipulated that an administrative fine is imposed on companies in case of any failure on certification procedures. Additionally, books that are not kept in accordance with the procedures or contain inconsistencies in their records will serve as evidence against their owner.

• The opening certification of the share ledger, general assembly meeting book, and the board of directors’ resolution book must be made before the company establishment and commencement of the usage of the book and for the following activity period, until the last day of the month before the fiscal year.

The share ledger and the general assembly meeting book may continue to be used in the following fiscal year without an opening approval, provided that it has sufficient sheets.

• Board of directors' resolution book, journal book, inventory book and ledger can be continued to be used by renewal certification within the first month of the new accounting period if there are sufficient leaves. In this case, there is no need to make a book opening or closing certification.

Closing certification is only required for journals and board of directors’ resolution book. The journal must be submitted to the notary public until the end of the sixth month of the fiscal year period.

The resolution book of the board of directors must be submitted to the notary public until the end of the first month of the following fiscal year and the closing approval must be completed.

In summary;

For companies subject to the ordinary fiscal year, for 2025;

• Due date of the opening certification for the books that requires opening approvals is December 31, 2024

• Due date of the closing certification of the board of directors’ resolution book is January 31, 2025

• Due date of renewal certification is January 31, 2025 (If there are sufficient leaves in the books)