KEY ADVANTAGES OF TRANSITIONING TO ELECTRONIC COMMERCIAL BOOKS FOR COMPANIES

As mentioned in our previous bulletin dated 27 June 2025; pursuant to the  Communiqué on Keeping Commercial Books Not Related to the Accounting of the Business in Electronic Format (the “Communiqué”) published in the Official Gazette dated 4 February 2025 and numbered 32813 and entered into force on 1 July 2025, as of 1 July 2025, companies whose establishment and articles of association amendments are subject to the Ministry of Trade’s approval, and as of 1 January 2026 all companies newly established and registered with the trade registry (excluding certain exemptions such as defense industry companies) are required to maintain their following statutory commercial books in electronic format on the E-ledger System for Commercial Books (in Turkish, “Elektronik Ticari Defter Sistemi, “ETDS”):

1. Share ledger (in Turkish, “pay defteri”),
2. Board of directors’ resolution book (in Turkish, “Yönetim Kurulu karar defteri”),
3. Board of managers’ resolution book (in Turkish, “Müdürler kurulu karar defteri”) and
4. General assembly meeting and negotiation book (in Turkish, “Genel kurul toplantı ve müzakere defteri”).

Although the obligation will gradually apply depending on the type and incorporation date of companies and certain companies are not within the mandatory scope, we would like to highlight in this bulletin that companies currently exempt from this mandatory transition may still voluntarily adopt ETDS in order to benefit from the significant operational, financial, and legal advantages the system offers.

The transition to the ETDS provides a wide range of significant advantages over traditional physical bookkeeping, both from a legal and operational perspective:

• Elimination of Risks Associated with Physical Books:
  Physical books are vulnerable to loss, theft, damage, and even duplication or falsification. ETDS eliminates these risks by providing a secure digital platform that safeguards the integrity of the company records data.

• Simplification of Operational Processes:
  The requirement for notarial approval of the opening and closing of commercial books is removed under the ETDS framework, resulting in a streamlined and less administratively burdensome process. This reduces both time and costs associated with compliance.

• Reduction of Costs:
  The transition to ETDS, reduces the costs related to the printing, storage, and archiving and most importantly, eliminates the high notarial costs not only for the opening, interim and closing certifications of physical books but also for the certification of resolutions.

• Environmental Benefits:
  Although wet-ink signed resolutions must still be physically retained, ETDS nevertheless reduces overall paper consumption and the need for maintaining physical books. This partial reduction contributes to corporate environmental sustainability,lowering companies’ carbon footprint, while aligning with global trends towards digitalization and supporting companies in their green transition efforts, further enhancing their Environmental, Social, and Governance (ESG) profile.

• Improved Transparency and Auditability:
  ETDS enables faster and more efficient audits by both regulatory authorities and independent auditors. For instance, real-time visibility of current shareholdings within a single document was not possible before, and documents such as general assembly attendance lists were not always accepted by the relevant institutions. ETDS enables instant access to the most up-to-date shareholding structure by selecting ‘download share register information’ from function. The digital records stored within the system are easily accessible, reliable and their integrity is ensured, which aids in maintaining transparency and compliance.

• Legal Certainty and Enhanced Evidentiary Value:
  The integrity of electronic records is maintained through tamper-proof technologies, such as digital signatures. As a result, these records hold greater evidentiary value in the event of legal disputes or regulatory reviews, enhancing the legal certainty for businesses.

The transition to ETDS involves various technical, legal, and regulatory requirements. Companies must ensure that their accounting systems are compatible with the ETDS framework and that they meet the necessary digital signature and authentication requirements to operate within the system.

Furthermore, companies must also assess their current document retention policies and audit practices to ensure alignment with the new framework.

While the transition to the Electronic Commercial Bookkeeping System (ETDS) represents a significant regulatory change, it offers companies an opportunity to improve their operational efficiency, reduce costs, and strengthen their legal compliance. Therefore, companies that are not within the mandatory scope are encouraged to consider the benefits of voluntary adoption.

Our Law Firm remains at your disposal for any further clarifications you may need.

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