COMMERCIAL BOOK CERTIFICATIONS FOR 2026

This Newsletter is issued as a year-end reminder to reiterate the obligations set forth by the Communiqué on Commercial Books (in Turkish, “Ticari Defterlere İlişkin Tebliğ”) (hereinafter referred to as the “Communiqué”) concerning the commencement and year-end certification of the commercial books of joint stock companies and limited liability companies registered in Türkiye.

The Communiqué was published in the Official Gazette on 19 December 2012, numbered 28502, in accordance with the Turkish Commercial Code No. 6102.

According to Articles 13 and 16 of the Communiqué, the following commercial books must be certified before a Notary Public each fiscal year:• General journal (in Turkish, “Yevmiye defteri”)
• General ledger (in Turkish, “Defteri kebir”)
• Inventory book (in Turkish, “Envanter defteri”)
• Board of directors’ resolution book (in Turkish, “Yönetim kurulu karar defteri”)

Provided that (i) the books contain sufficient blank pages for use and (ii)the interim certification is completed within one month following the commencement of the new fiscal year, these books may be used for the relevant fiscal year. Accordingly:

• If sufficient blank pages exist, an interim (year-end) certification must be completed.
  For companies following an ordinary fiscal year, such interim certification shall be completed in January 2026.
• If there are insufficient blank pages, the following procedures shall apply:
  • The general journal (Yevmiye defteri) must be submitted to a Notary Public by the end of the sixth month of the following fiscal year, and the last entry must be endorsed by the notary with the annotation “Görülmüştür”, together with the notary’s seal and signature.
  • The board of directors’ resolution book (Yönetim kurulu karar defteri) must be submitted to a Notary Public by the end of the first month of the following fiscal year, and similarly endorsed with the annotation “Görülmüştür”, seal, and signature.

In such case, a new book must be opened, and the opening certification (açılış tasdiki) must be completed before the commencement of the new fiscal year (i.e.in December 2025), while the current book shall be closed in January 2026.

No interim certification is required for share ledgers (in Turkish, “Pay defteri”) or general assembly resolution books (in Turkish, “Genel kurul karar defteri”), as long as these books contain adequate blank pages for use during the new fiscal year.

With the Communiqué’s implementation, limited liability companies are also required to maintain general assembly resolution books. Resolutions of managers or boards of managers in limited liability companies may be recorded either in a general assembly resolution book or, alternatively, in a board of managers’ resolution book. In the latter case, the commencement and year-end certification requirements that apply to board of directors’ resolution books will also apply.

In light of this, we would like to inform you that we can assist with the commencement and year-end certification procedures, provided there are sufficient blank pages in the board of directors’ resolution book for joint stock companies or in the board of managers’ resolution book for limited liability companies for the upcoming fiscal year.

Certification is carried out before a Notary Public by submitting a trade registry certificate (in Turkish, “Ticaret sicil tasdiknamesi”).

Please be reminded that failing to obtain the required commencement and year-end certifications for the company’s commercial books may result in fines (in Turkish, “Usulsüzlük dereceleri ve cezaları”) under Article 352 of the Tax Procedure Law, as well as administrative penalties under Article 562 of the Turkish Commercial Code.

Additionally, under Article 222 of the Turkish Code of Civil Procedure, unless commercial books are properly certified, recorded, and maintained in accordance with the legislation, they will not be accepted as valid evidence in favor of the company in the event of a legal dispute.

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

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