This reminder relates to the year-end certification required for companies that have a fiscal year between January-December in accordance with the Communiqué on Commercial Books (“Communiqué“).

According to the Communique, these books are the Board of Directors/Board of Managers resolution book, General Assembly meeting and discussion book and share ledger that must be kept by your company. For the financial books that must be kept, you shall contact your accounting department or accountants.

1. Which books are subject to the year-end certification? 

  • Pursuant to paragraph 4 of Article 13 of the Communiqué, the opening certification of board of directors resolution book of joint stock companies and board of managers resolution book in limited companies must be done for each fiscal year.
  • This certification can be done at any notary public in the province where the company headquarters is located. We would like to remind you that before going to the notary public, you should obtain the “registration certificate” of your Company from MERSİS and submit such certificate to the notary public.
  • The share ledger and the general assembly meeting and discussion book may continue to be used in the following fiscal years without an opening certification, provided that they have sufficient pages. In other words, if these books have sufficient pages, there is no need for any certification.

2. When should this certification be done?

If the Board of Directors/Board of Managers resolution book:

  • does not have sufficient pages; you shall need to have a new board of directors/board of managers resolution book and have the “opening certification” done for the new book by December 31, 2023 at the latest, by going to the notary public. In such case, you shall also need to get the “closure certification ” of the old book currently in use by the company; such closure certification should be done between the dates of January 1, 2024 – January 31, 2024 by going to the notary public. 
  •  has sufficient pages; you shall need to have the “interim certification” done between the dates of January 1, 2024 – January 31, 2024 by going to the notary public in order to use your board of directors/board of managers resolution book in 2024.

Note: Before you affix a board of directors/board of managers resolution to be adopted within January 2024 into the resolution book, please make sure that the book has been certified as indicated above

Eren Üçok
Partner | [email protected]
Bahar Ülgen Hasşerbetçi
Partner | [email protected]
Elvan Elvira Erşan
Associate | [email protected]