With the Communiqué on Keeping Non-Accounting Commercial Books in Electronic Environment (“Communiqué“) published in the Official Gazette dated 14.02.2025, trade companies that are required to maintain their share ledger, board of directors’ resolution book, board of managers’ resolution book, and general assembly meeting and discussion book in electronic form, as well as the procedures and principles regarding the keeping of these books, have been determined.

With the Communiqué, the following trade companies are required to keep their non-accounting commercial books in electronic form:

  • Companies incorporated and registered in the trade registry on or after January 1, 2026,
  • Companies whose incorporation and articles of association amendments are subject to approval listed in the first paragraph of Article 5 of the Communiqué on the Increase of Capital of Joint-Stock and Limited Liability Companies to the New Minimum Thresholds and the Determination of Joint-Stock Companies Whose Incorporation and Articles of Association Amendments Are Subject to Approval, including but not limited to, banks, financial leasing companies, factoring companies, asset management companies, insurance companies, holdings incorporated as joint-stock companies, independent audit firms, companies subject to the Capital Markets Law.

Companies that are not required to keep their books in electronic environment shall continue to maintain their books in accordance with the provisions of the Communiqué on Commercial Books. However, these companies are also given the option to keep their books in electronic form, subject to the provisions of the Communiqué. In such cases, all books must be kept in electronic form.

The system that enables the creation, maintenance, storage, and submission of records in electronic form will be established and operated under the responsibility of the Ministry of Trade (“Ministry“). The Ministry will also ensure the integration of this system with MERSIS and the Electronic Meeting System. For books kept electronically within the Ministry’s system, no physical books will be required, and the opening and closing approvals traditionally performed by notaries will not be necessary.

The books of companies that will maintain electronic records from their incorporation will be activated upon the registration of the company. Companies that become obligated to transition to electronic books under the Communiqué must have their existing books closed by notaries within two months from the date the obligation arises, along with a resolution adopted by the authorized governing bodies in the format provided in the annex of the Communiqué. Companies opting to voluntarily transition to this system must adapt the same resolution by their authorized governing body provided the dates of the resolution and the closing of the existing books must fall within the same fiscal period. Electronic books will be created and activated once the notaries record the closure of the existing books in the Ministry’s system.

The books created within the system will be stored in the Ministry’s information system in an electronic book file format and will be accessible only to individuals authorized by the company.

The records and transactions on the books created within the system shall be carried out by the members of the company’s governing body or individuals authorized by the company. The physical copies of the resolutions serving as the basis for the records in the books shall be retained by the companies and presented upon request.

For the examination and submission of books kept in electronic form, the electronic book file downloaded and verified from the Ministry’s system shall be taken as the basis. In cases where the records or resolutions contained in the books need to be presented, a copy that can be verified by third parties through the system may also be generated.

The Communiqué will enter into force as of July 1, 2025.

Bahar Ülgen Hasşerbetçi
Partner | [email protected]
Gülce Gözen Ercenk
Senior Associate | [email protected]