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2021 CERTIFICATION OF COMPANY BOOKS

This Newsletter provides information relating to the certain provisions ofthe Communiqué On Commercial Books (in Turkish, “Ticari Defterlere İlişkin  Tebliğ”) (hereinafter referred to as the “Communiqué”), on the commencement and year-end closing certifications of the commercial books of joint stock and limited liability companies incorporated in Turkey. The Communiqué was published in the Official Gazette dated 19 December 2012 and numbered 28502 in accordance with the Turkish Commercial Code numbered 6102.

By virtue of Articles 13 and 16 of the Communiqué, the certifications of the commercial books as listed below should be completed each fiscal year before a Public Notary:

  • General journal (in Turkish “Yevmiye defteri”)
  • General ledger (in Turkish “Defteri kebir”)
  • Inventory Book (in Turkish “Envanter”)
  • Board of Director’s resolution book (in Turkish “Yönetim kurulu karar defteri”)
Provided that the above-mentioned books contain sufficient blank pages to be used and the essential renewal approval is made within one month as of the coming fiscal term, these books may be used for the new fiscal term.
No commencement certification is required under the Communiqué for share ledgers and general assembly resolution books, provided that such books have sufficient blank pages to be used during the new fiscal term.

As for the year-end closing certification requirements set forth under the Communiqué, please note that the company general journal (in Turkish, “Yevmiye Defteri”) and the board of directors resolution book (in Turkish, “Yönetim kurulu karar defteri”) are required to be certified for the year-end closing before a Public Notary in Turkey until the end of January of the new fiscal year since the common practice of the fiscal year is between 1 January to 31 December. However, if the company has a special fiscal term, it would be required to comply with the above.

With the enactment of the Communiqué, the obligation to maintain general assembly resolution books, has also been introduced to the limited liability companies. The resolutions of the managers or the board of managers of the limited liability companies may be recorded either in a general assembly resolution book or alternatively in a resolution book of the board of the managers. Supposing the latter is the case, the commencement and year-end closing certification provisions for board of director’s resolution books shall be applicable.

In light of the above, kindly note that upon your request, we will be pleased to assist you, if there are sufficient blank pages in the board of director’s resolution book for joint stock companies or resolution book of the board of the managers for limited liability company for the new fiscal year, commencement and year-end certification shall be completed before a Public Notary by providing a certificate of trade registry(in Turkish, “Ticaret sicil tasdiknamesi”).

We would like to kindly remind you that failure to obtain commencement and closing certifications for the company’s commercial books is subject to an undue fine (in Turkish, “Usulsüzlük dereceleri ve cezaları”) pursuant to Article 352 of the Tax Procedure Law and also an administrative fine as per Article 562 of the Turkish Commercial Code. Furthermore, please also note that as per Article 222 of Turkish Code of Civil Procedure, unless the company’s commercial books were duly certified, recorded and maintained in compliance with the relevant laws, these books would not be deemed as acceptable evidence for the company in case of a dispute.

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

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