This article aims to provide you with brief information regarding the newly enacted regulation the Communiqué on Keeping Commercial Books Unrelated to the Accounting of the Business in Electronic Form (“Communiqué“), published in the Official Gazette dated February 14, 2025, and numbered 32813.

The Communiqué, which primarily regulates the procedures and principles for keeping commercial books that are not related to the accounting of the business in an electronic form and the companies obliged to keep such books accordingly, will enter into force as of July 1, 2025.

Keeping Books in Electronic Environment and Obligated Companies

Pursuant to the Communiqué, the requirement to maintain commercial books in electronic form applies specifically to the following books, which are not related to the accounting of the business: (i) Share Ledger, (ii) Board of Directors’ Resolution Book, (iii) Board of Managers’ Resolution Book, and (iv) General Assembly Meeting and Negotiation Book.

Under the Communiqué, the companies listed below are obligated to maintain their books in electronic form:

• Companies registered in the trade registry as of 01.01.2026, and
• Joint-stock companies listed in Article 5, paragraph 1 of the Communiqué on Raising the Capital of Joint-Stock and Limited Liability Companies to New Minimum Amounts and Identifying Joint-Stock Companies Subject to Incorporation and Articles of Association Amendments by Permission, published in the Official Gazette dated 15.11.2012 and numbered 28468, namely: banks, financial leasing companies, factoring companies, consumer finance and card service companies, asset management companies, insurance companies, holding companies established in the form of joint-stock companies, currency exchange companies, companies engaged in general warehousing, agricultural product licensed warehousing companies, product specialized exchange companies, independent audit firms, inspection companies, technology development zone management companies, companies subject to the Capital Markets Law No. 2499, and free zone founder and operator companies.

Furthermore, companies that are not subject to this obligation may voluntarily choose to keep their books electronically. However, once a company opts to keep its books electronically, reverting to physical books will not be allowed under any circumstances.

Transition Process and Implementation Principles

As part of this process, the Ministry of Trade will establish an electronic commercial book system (“System“) that enables the maintenance, storage, and submission of commercial books that fall within the scope of the Communiqué  in electronic form.

The Communiqué introduces a dual distinction regarding the transition process to the System and sets forth different timeframes. Accordingly:

Newly established companies, which are obliged to keep their books electronically under the Communiqué, will begin using electronic books directly through the System, without the need to create physical books, immediately upon their registration with the trade registry.

For companies that currently maintain physical books but will be obliged to switch to electronic books as of July 1, 2025, they must adopt a board resolution in the format specified in the annex of the Communique and have the closure of their physical books certified by the notary, by no later than September 1, 2025.The same process also applies to companies opting to voluntarily transition to the electronic book system.

The Communiqué stipulates that the authority to perform transactions on the electronic books created in the System will belong to the system user (“System User“) designated by the company’s governing body or managers. The System User can be selected from among board members, managing partners, or third parties, and multiple individuals may be assigned this role. Additionally, the System User will be registered in the System by the notaries during the closure of the physical books. We would like to note that it is also possible to change the designated System User by submitting a form, prepared in accordance with the example provided in the annex of the Communiqué, to the notary or the relevant trade registry.

Upon the closure approval, a note indicating that the closure of the physical book is for the purpose of transitioning to electronic books, along with the date and reference number of the transaction, will be recorded. Following this, the notary will enter the System User’s details and the book closure information into the System, thereby activating the electronic books in the System.

Record Keeping and Legal Liability

It is important to note that all transactions performed by the System User within the System will be recorded in chronological order, and except in cases of material errors during the recording, these records cannot be altered. The records in the System will serve as the primary source for determining and verifying transactions conducted in electronic form.

Under the procedures and principles set forth in the Communiqué, electronic books maintained by companies will be considered valid legal books. It is also stipulated that opening and closing certification will not be required for books kept in electronic form.

Moreover, during audits and submissions, electronic book files, which can be directly downloaded and verified from the System, will be considered legally binding. However, companies are required to retain the physical supporting documents, such as minutes of resolutions, for presentation when necessary.

According to the Communiqué, the accuracy of the records entered into the System, as well as any damages arising from discrepancies between the records, will be the responsibility of the company’s governing body members and managers in accordance with Article 553 of the Turkish Commercial Code No. 6102. In this context, it is explicitly stated that the Ministry of Trade is only responsible for operating the System and that its function does not include verifying the content or accuracy of the records in the registered books. In other words, the responsibility for maintaining the books in accordance with the regulations remains with the governing bodies and managers of the companies.

As a final note, companies must regularly monitor System User transactions and take necessary precautions to prevent unauthorized activities.

Conclusion and Evaluation

The introduction of this new regulation regarding the keeping of commercial books in an electronic form marks a significant step towards the digitalization of companies. The new electronic book framework not only encourages the digital transformation but also aims to minimize risks such as loss, theft, or unauthorized alteration of the corporate books.

However, certain aspects regarding the System’s operation and integration processes are expected to become clearer over time. In particular, details regarding the storage of physical supporting documents for electronic records, such as minutes of resolutions, or the process for notarized decisions, have yet to be elaborated.

The Communiqué indicates that guidelines and announcements regarding the new system and electronic book procedures will be published on the Ministry of Trade’s website “etds.ticaret.gov.tr”. Therefore, it will be crucial to closely monitor how the new system and electronic book framework will be implemented and to plan processes in a way that accommodates potential future expansions.