Keeping commercial books not related to business accounts in electronic format

A Communiqué on Keeping Commercial Books Not Related to the Accounting of the Business in Electronic Form (the “Communiqué”) was published by the Ministry of Trade and the Ministry of Treasury and Finance in the Official Gazette dated 14 February 2025, numbered 32813. The Communiqué imposes new obligations on commercial companies to keep their share ledger, board of directors’ resolution book and general assembly meeting and negotiation book (the “Books”) in electronic form. The Communiqué, which will enter into force on 1 July 2025, aims to make the commercial book records of companies more transparent and functional. The Communiqué provides information on the companies that are obliged to keep electronic books, the process of creating electronic books and the system in which the books will be kept electronically.

1. COMPANIES OBLIGED TO KEEP ELECTRONIC BOOKS

Within the scope of the Communiqué, the following companies are obliged to keep their Books electronically:

a) Companies whose incorporation is registered in the trade registry from 1 January 2026;

b) Joint stock companies whose incorporation and articles of association amendments are subject to ministerial authorisation: banks, financial leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, holding companies established as joint stock companies, companies subject to the Capital Markets Law, companies operating foreign exchange kiosks, companies engaged in public retailing, licensed warehousing companies for agricultural products, commodity specialised exchange companies, independent audit companies, surveillance companies, technology development zone management companies, free zone founder and operator companies.

Companies that do not fall into the scope of the obligation may also keep their Books in electronic form voluntarily. However, in that case, the relevant companies will be obliged to keep all their Books in electronic form and will not be able to return to physical books afterwards.

2. TRANSITION TO ELECTRONIC BOOKS

For companies that will keep their Books electronically from their incorporation, the Communiqué provides that the Books will be created and activated in the Electronic Book System (the “System”) established by the Ministry of Trade, starting from the company’s registration in the trade registry.

Within two months from 1 July 2025, companies that are obliged to keep their books electronically must make the closing approvals of the physical books at the notary with a decision issued in accordance with the sample provided in annex of the Communiqué. To that end, the notary public will indicate that the reason for the closing is due to the transition to the electronic book and will record the relevant transaction in the physical book. The notary will then transfer the user information and the closing information into the System and the Books will be activated. Companies that wish to keep their books in electronic form on a facultative basis will also be able to activate their books on the System by following the same procedures. The Communiqué regulates separately the procedures and principles applicable to each type of Book to be kept electronically.

3. LEGAL STATUS OF THE BOOKS

Pursuant to the procedures and principles regulated in the Communiqué, the Books kept on the System will be considered as valid legal books, and the opening and closing approval required for physical books will not be sought for Books kept electronically.

In cases where it is necessary to examine or submit the Books kept electronically, the verifiable Books downloaded from the System will be taken as the basis. However, physical records, constituting the basis for the System records, must also be kept so that they can be made available for review upon request.

4. RESPONSIBILITY AND AUTHORISATION FOR BOOK RECORDS

The Communiqué also regulates the determination of the System user as well as the System’s registration and changes. In this context, the System user determined by the management body or managing shareholders, as one or more individuals is authorised to perform transactions on the Books kept electronically. The System user may also be determined among third parties who are not members of the board.

The members of the management body and managers of the company are responsible for the accuracy of the records related to Books created in the System, as well as for any damage that may arise due to discrepancies between the records. Therefore, companies are obliged to periodically check the transactions performed by the System users in the System and take the necessary measures to prevent unauthorised actions.

5. CONCLUSION

This transition aims to digitalise corporate governance practices, to integrate the processes related to keeping Books and securing Books against loss or theft. The companies falling into the scope of the obligation to keep their Books electronically should complete the transition to the electronic system within two months from 1 July 2025. Considering the probability that the scope of such companies may be expanded in the future, it is also important that other companies closely follow these recent developments. Furthermore, it is advisable for companies to follow the secondary regulations and guidelines expected to be published by the Ministry to clarify the implementation details.