New developments
With the Communiqué on Keeping Commercial Books Not Related to the Accounting of the Business in Electronic Form (“Communiqué“), published in the Official Gazette dated 14 February 2025 and numbered 32813, commercial companies are obliged to keep the share ledger, board of directors’ resolution book, board of managers’ resolution book, and general assembly meeting and negotiation book (“Books“), which are not related to the accounting of the business, in electronic form. The Communiqué will enter into force on 1 July 2025.
Who is obliged to keep which Books electronically in accordance with the Communiqué?
As per the Communiqué, the following are obliged to keep their Books electronically:
- Companies whose incorporation is registered with the Trade Registry as of 1 January 2026
- Banks, financial leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, holding companies established as joint-stock companies, companies operating foreign exchange kiosks, companies engaged in public retailing, licensed warehousing companies for agricultural products, commodity specialization exchange companies, independent audit companies, surveillance companies, technology development zone management companies, companies subject to the Capital Markets Law dated 28 July 1981 and numbered 2499, and free zone founder and operator companies
Companies other than those mentioned above can voluntarily keep their Books within the scope of the Communiqué in electronic form. However, in this case, all of the Books must be kept electronically.
In this context, companies that have started to keep their Books electronically will not be able to keep them in physical form again.
How are electronic ledgers created?
For companies that will keep their Books electronically from their establishment, the Books are created and activated in the Electronic Ledger System (“System“) created by the Ministry of Trade simultaneously with the registration of the company to the Trade Registry.
Companies that have been keeping physical Books and are now subject to the obligation to keep Books in electronic form should apply to a notary public within two months at the latest from the date that the obligation arises (1 July 2025, when the Communiqué will enter into force), with a decision issued in accordance with the sample in the annex of the Communiqué, and have approval to close the physical books. The notary public must record the transaction in the physical ledger, stating that it has been closed for the purpose of transitioning to the electronic ledger. User information and book closing information are defined in the System by the notary, and the books are activated.
Similarly, companies that would like to voluntarily keep their Books in electronic form should apply to a notary public within the accounting period in which the decision is taken, with a decision issued in accordance with the sample in the annex of the Communiqué, and have approval to close the physical Books. In parallel with the above procedure, the closing of the physical Books and the activation of the electronic Books through the System will be completed.
Although the records in electronic form are taken as the basis for determining and verifying the transactions made by the System users, it is obligatory to keep the physical decision minutes and other relevant documents based on these transactions.
After the electronic Books have been activated in the System, the procedures and principles regarding keeping each Book in electronic form are regulated in the Communiqué.
Who is authorized to operate the System?
The company’s management body or managing shareholders, as one or more persons, determine the System user that is authorized to perform transactions on electronic Books. The System user may also be determined by third parties that are not members of the board of directors. The procedures and principles regarding determining the user, System registration and changes are set out in the Communiqué.
The members of the company’s management body and executives must be responsible for the accuracy of the records made in the Books created in the System and for the damages that may be caused by differences that may arise between the records. The Ministry’s execution of the System does not mean auditing the content and truthfulness of the records in the Books.
Companies are obliged to regularly check the System user’s transactions in the System and take necessary measures to prevent unauthorized transactions.
Conclusion
Within the scope of the Communiqué, companies must first determine whether they are subject to the obligation to keep their Books electronically. It is important for the companies that are subject to this requirement to complete the necessary preparations and take the necessary measures in accordance with the time and principles set forth in the Communiqué, within two months at the latest from 1 July 2025, when the Communiqué will enter into force.
Companies that will apply for establishment registration after 1 January 2026 should plan this by paying attention to the Communiqué regulations.
It is expected that the processes and integration procedures for keeping the Books will be clarified in the coming term. On the other hand, in multi-shareholder companies consisting of different shareholder groups, it will be necessary to carefully evaluate how sensitive issues, such as how the board of directors will determine the System user for keeping the Books electronically and the principles under which internal policies will be established for this purpose, will be shaped in the ongoing process.
