New Regulation On Electronic Maintenance Of Commercial Books Not Related To The Accounting Of The Business – Corporate and Company Law

With the Communiqué on Maintenance of Commercial Books
Not Related to the Accounting of the Business in Electronic Form
(the “Communiqué”) published in
the Official Gazette dated 14 February 2025, it has become
mandatory for companies to keep their commercial books not related
to the accounting of the business electronically as of July 1,
2025.

Books and Enterprises within the Scope of the
Communiqué

The commercial books, which have been made mandatory to be kept
electronically pursuant to the Communiqué, are the share
ledgers, the board of directors’ resolution books, the board of
managers’ resolution books, and the general assembly meeting
and negotiation books.

The following companies are obliged to maintain their books
electronically in accordance with the Communiqué:

1. Companies established as of January 1, 2026;




2. Banks, financial leasing companies, factoring companies,
   consumer financing and card services companies, asset management
   companies, insurance companies, holdings established as joint-stock
   companies, companies operating foreign exchange offices, companies
   engaged in public retailing, agricultural product licensed
   warehousing companies, commodity exchange companies, independent
   auditing firms, inspection companies, technology development area
   management companies, companies subject to the Capital Markets Law,
   and free zone founder and operator companies, whose incorporations
   and articles of association amendments are subject to the
   permission of the Ministry of Trade (the
   “Ministry”).

Companies that are not listed under items (i) and (ii) above may
voluntarily maintain their books electronically. In this case, all
of the books must be maintained electronically.

Companies that have started to maintain their books
electronically will not be able to keep these books in physical
form again regardless of any reason.

Creation of Books Electronically

For companies that will maintain their books electronically
starting from their incorporation, such books will be created and
activated in the Electronic Book System (the
“System”) established by the Ministry
simultaneously with the incorporation of the company before the
trade registry.

Companies that currently maintain their books physically but
have become obliged to keep their books electronically with the
Communiqué are required to obtain the closing certification
of the physical books by applying to a notary public within
two months at the latest from the date the obligation
arises.

Companies that wish to voluntarily maintain their books
electronically are also required to obtain a closing certification
for their physical books by applying to a notary public with a
resolution to be adopted in that respect, within the relevant
fiscal period in which the resolution is taken.

The process will be completed when the notary public defines the
user and the closing information of the books to the System and the
books are created and activated in the System.

Opening and closing certifications will not be required for
books kept electronically.

The principles and procedures for keeping the books
electronically in the System are regulated for each book in the
Communiqué.

System User

The authorization to perform transactions on the books created
in the System shall belong to a system user to be determined by the
companies’ management bodies or managing partners among the
members of the management body, managing partners, or third parties
by approving a form prepared physically in accordance with the
Communiqué or a form created electronically through MERSIS.
More than one person may be determined as the system user. It will
be necessary to apply to the notary public or the trade registry
directorate for changes to be made in the system user. Companies
are obliged to regularly check the users’ transactions on the
System and take necessary measures to prevent unauthorized
transactions.

The members of the company’s management body and directors
shall be responsible for the accuracy of the entries made in the
books created in the System and for any damages that may arise due
to the discrepancies between the records.

Conclusion

It is essential for companies to first conduct a preliminary
assessment to determine whether they are required to maintain their
commercial books electronically under the Communiqué.
Companies covered by the Communiqué must complete their
preparations no later than two months starting from July 1,
2025.

For companies to be established after January 1, 2026, it is
also important to make the necessary preparations in consideration
of the regulations set forth in the Communiqué.

The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.