The “Communiqué on the Electronic Keeping of Non-Accounting Commercial Books of Enterprises” (“Communiqué”), published in the Official Gazette dated 14 February 2025 and numbered 32813, entered into force on 1 July 2025.

Scope of the Communiqué

This Communiqué introduces the obligation to keep the following commercial books (“Commercial Books”) electronically:

• Share ledger
• Board of directors’ resolution book
• Board of managers’ resolution book
• General assembly meeting and negotiation book

Obligated Companies

The obligation to keep Commercial Books electronically applies to the following companies:

• Companies registered with the trade registry on or after 1 January 2026.
• Joint stock companies whose establishment and articles of association amendments are subject to the approval of the Ministry of Trade, including:
  • Banks
  • Financial leasing companies
  • Factoring companies
  • Consumer finance and card services companies
  • Asset management companies
  • Insurance companies
  • Joint stock holding companies
  • Currency exchange offices
  • Public warehousing companies
  • Agricultural product licensed warehousing companies
  • Commodity exchange companies
  • Independent audit firms
  • Inspection companies
  • Technology development zone management companies
  • Companies subject to the Capital Markets Law
  • Free zone founder and operator companies

Companies not subject to the above obligation may voluntarily choose to keep all their books electronically. Once a company transitions to the electronic system, reverting to physical books is not permitted.

System for Keeping Commercial Books

According to the Communiqué, Commercial Books will be kept on a special Electronic Bookkeeping System (“System”) established by the Ministry of Trade. Books created in the System will not require opening or closing certifications.

Transition to the System

The procedures for companies to transition to electronic bookkeeping are as follows:

 ·  Companies registered after 1 January 2026:
Their Commercial Books will be created and activated simultaneously with their trade registry registration.

·  Companies established before 1 January 2026 and subject to mandatory transition:
These companies must have their physical books closed and certified by a notary by 1 September 2025, using a board resolution prepared in accordance with the example annexed to the Communiqué, and begin keeping their books electronically.

·  Companies opting in voluntarily:
These companies must have their physical books closed and certified by a notary within the financial year in which they wish to start electronic bookkeeping, using a resolution compliant with the example annexed to the Communiqué.

Appointment of System Users

Persons authorized to create, update, and manage Commercial Books in the System must be appointed as “System Users” by the company’s management body or managing partners. These users may be Turkish citizens or foreign nationals, and multiple users may be appointed. System Users may be changed at any time via applications to a notary or the trade registry.

Presentation of Book Records

When it becomes necessary to present book records, the electronic copies created and verified through the System will be used.

Conclusion

With the publication of this Communiqué, businesses will be able to maintain their non-accounting commercial books in a more orderly, secure, and efficient manner. Furthermore, opening and closing certifications will not be required for books kept electronically.

Best regards,

DKND Law Firm