Communiqué on Keeping Commercial Books in Electronic Environment (February 14, 2025)

Introduction

The new communiqué published in the Official Gazette on February 14, 2025, regulates the procedures and principles for businesses to keep commercial books that are not related to their accounting in electronic form. Based on the Turkish Commercial Code, this communiqué outlines the requirement for companies to keep their commercial books, such as the share ledger, board of directors’ resolution book, board of directors’ resolution book, and general assembly meeting minutes, in digital format.

Scope and Purpose

The purpose of this communiqué is to ensure that businesses keep their commercial books in an electronic environment and to define the procedures to be followed during this process. The relevant books include the share ledger, board of directors’ resolution book, and general assembly meeting minutes. Specific rules will be applied for the creation, storage, and presentation of electronic books.

Who is Obligatory, Who is Voluntary?

Starting from January 1, 2026, new companies registered in the trade registry will be required to keep these books in electronic form. Additionally, this obligation will apply to certain joint-stock companies. Other companies may choose to keep their commercial books electronically, but once they switch to this system, they will no longer be able to maintain these books in physical form.

Characteristics and Obligations of Electronic Books

Commercial books kept in electronic form will be considered as legal books, and no opening or closing approval will be required for these books. Once companies begin keeping their books electronically, all entries and transactions related to these books will be recorded and stored digitally.

Types of Books and Regulations

  • Share Ledger: The electronic share ledger will be initiated with the information in the company’s contract. Other share transfers and partnership information will also be recorded in the system.
  • Board of Directors’ Resolution Book: Decisions made by the board of directors will be kept in electronic form. Decisions taken via the Electronic Meeting System will be transferred to the system through the Ministry.
  • General Assembly Meeting and Resolution Book: Meeting minutes and their attachments will be stored electronically.

Transition Process and Implementation

Companies that currently keep physical books will be required to transition to electronic books within two months by obtaining notary approval for the closing process. Companies that wish to start using electronic books will initiate the process with notary approval.

Conclusion

This new regulation ensures that businesses move their commercial books to a digital environment and clarifies the procedures in this process. The electronic books will provide a more transparent and accessible record system.

Source: Official Gazette
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