The Ministry of Commerce (“Ministry”) and the Ministry of Treasury and Finance paved the way for the digitalization of commercial books with the “Communique on Keeping Commercial Books Not Related to the Accounting of the Business in Electronic Form” (“Communique”) published in the Official Gazette dated February 14, 2025, and numbered 32813. The Communique, which will enter into force on July 1, 2025, requires certain commercial companies to keep their share ledger, board of directors' resolution books, board of managers’ resolution books and general assembly meeting and negotiation books which are not related to the accounting of the business, electronically (“Electronic Books”).
Scope of the Obligation to Keep Electronic Books
Pursuant to the Communique, as of 1 January 2026, companies incorporated and registered with the trade registry, banks, financial leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, holding companies incorporated as joint-stock companies, companies operating foreign exchange kiosks, companies engaged in public retailing, licensed warehousing companies for agricultural products, commodity exchange companies, independent audit companies, surveillance companies, technology development zone management companies, companies to which the Capital Markets Law No 2499 apply, free zone founders and operator companies must keep Electronic Books.
Additionally, other companies may voluntarily choose to keep Electronic Books. However, in such cases, all the relevant books must be kept electronically.
Furthermore, companies that begin to keep their books electronically in accordance with the Communique’s provisions will not be able to keep them physically again.
Creation of Electronic Books and Use of the Electronic Book System
The books of companies that are required to keep their books electronically from incorporation are created and activated in the Electronic Book System (“System”) established by the Ministry simultaneously with their registration to the trade registry.
Companies that were keeping physical books but have become subject to the obligation to maintain Electronic Books must obtain a closing certification for their physical books by applying to a notary with a resolution in accordance with the example provided in the annex of the Communique, no later than two months from the commencement of this obligation on July 1, 2025.
Companies that voluntarily wish to transition to the Electronic Book system must also obtain a closing certification for their physical books by applying to a notary within the fiscal period in which the decision is made, using a resolution in accordance with the example provided in the annex of the Communique.
During the closing certification process, the notary records a note in the physical book stating that the closure is due to the transition to the Electronic Book system. Once the notary registers the user information and book closure details in the System, the Electronic Books are activated.
Authority to Perform Actions on Electronic Books in the System
The authority to perform actions on the books created in the System belongs to the user designated by the company's management body or managing shareholders among the members of the management body, managing shareholders or third parties. It is possible to determine more than one system user.
Preservation of Electronic Books
The books created in the System shall be kept in the information system of the Ministry in electronic book file format, ready for companies’ use. The Ministry is responsible for ensuring secure storage, confidentiality, immutability, accessibility, integrity, and logging of all transactions related to electronic book files.
Liability of the Authorized User to Perform Actions on Electronic Books in the System
All actions carried out by the user in the System are stored in an unalterable manner based on their record dates. The System records serve as the primary reference for detecting and verifying actions conducted electronically.
Material errors made during recording may be corrected by the user, and the System must indicate in the relevant section that the correction was made due to a material error.
Losses arising from the inaccuracies in the records made in the books created in the System may give rise to the liability of the members of the company's management body and managers.
Finally, the obligation to keep the physical decision minutes and other relevant documents, which constitute the basis for the records to be made in the Electronic Books, to be submitted upon request, also constitutes an important responsibility on company managers. This is because the proper keeping of the Electronic Books does not eliminate the obligation to keep the supporting documents, and these documents must also be kept in accordance with the legislation.
Legal Status of Electronic Books
Electronic Books kept in accordance with the procedures and principles set out in the Communique are deemed as legal books. No opening or closing certification will be required for these books.
With the Communique, it has become mandatory for commercial companies within the scope of the obligation to create, maintain, store and submit books electronically. In this context, the functioning of the system is expected to become more accessible and secure. It is anticipated that the obligation to keep Electronic Books will become clearly defined over time. Consequently, it is crucial to monitor the publication of secondary regulations and the principles introduced by the Ministry.
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