CERTIFICATION OF COMPANY BOOKS FOR THE YEAR 2024
This Newsletter provides information relating to the certain provisions of the 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 companies and limited liability companies incorporated in Türkiye. 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 (i) the above-mentioned books contain sufficient blank pages to be used and (ii) the interim certification is made within one month of the new fiscal year, these books may be used for the new fiscal year.
No interim certification is required under the Communiqué for share ledgers (in Turkish, “pay defteri”) and general assembly resolution books (in Turkish, “Genel kurul karar defteri”), provided that such books have sufficient blank pages to be used during the new fiscal year.
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 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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