Corporate books will now be kept electronically

On 14 February 2025, the Communiqué on Keeping the Commercial Books That Are Not Related to the Accounting of the Business Electronically (“Communiqué”) was published in the Official Gazette. The Communiqué will enter into force on 1 July 2025.

Pursuant to the Communiqué, certain companies will be under the obligation to keep their share ledger, board of directors’ resolution book, board of managers’ resolution book and general assembly resolution book (“Commercial Books”) electronically, whereas others will have the option to switch to the electronic system for all of their Commercial Books on a voluntary basis. Specifically:

• The companies incorporated as of 1 January 2026, and
• The companies that are subject to the approval of the Ministry of Trade for their incorporation or amendment to their articles of association, including banks, insurance companies, companies subject to the Capital Markets Law and holdings established as joint stock company (anonim şirket),

are obliged to keep their Commercial Books electronically.

The Commercial Books will be kept in the Ministry of Trade’s system (“System”). The Communiqué outlines different rules for transitioning to the System:

• The Commercial Books of the companies that are required to be kept electronically since their incorporation will be created and activated simultaneously with company’s registration with the trade registry.
• The Companies that have become obliged to keep their Commercial Books electronically must officially close their physical books before a notary public, along with a resolution prepared in accordance with the sample annexed to the Communiqué, no later than two months from the date on which the obligation arises.
• The Companies that will keep their Commercial Books electronically on a voluntary basis must adopt a resolution in accordance with the sample annexed to the Communiqué and officially close their physical books before a notary public within the fiscal year in which they will be enrolled to the System.

Following the activation of the Commercial Books in the System, companies will need to authorise at least one System user to perform the necessary actions for keeping the Commercial Books electronically, including transferring the share ledger records to the System, updating the records therein, and uploading board of directors’/managers’ resolutions and general assembly meeting minutes to the System. Third parties who are not members of the board may also be authorised as System users, and the System users may be changed at any time through an application to a notary public or the trade registry. There is no requirement for the System user to be a Turkish citizen, and foreign nationals may also be authorised using their passport or foreign identification number.

Opening or closing of the books will no longer be required for the books that are kept electronically.