DUTIES OF THE COMPANIES REGARDING THEIR COMMERCIAL BOOKS DUE ON 31 DECEMBER 2012 AND 31 MARCH 2013

According to the Article 64 of the New Turkish Commercial Code (TCC) No. 6102. which came into force on 1^st July 2012, all real and legal persons are obliged to keep their commercial books in line with the provisions of the Tax Procedural Code, regulating the procedures of book keeping, registration time, renewal, opening and closing approvals of the books. The opening approvals of the day book, ledger, inventory book and share book, as well as the board’s resolutions minutes book and the general assembly’s meeting and decisions book that are physical kept by the companies, are done by the notary public on the incorporation phase of the company and before their usage by the company.

For the following activity years, the notary public of the city whereby the company’s headquarters is located, gives the opening approvals of these books until the end of the month before the first month of the consequent activity period during which these books shall be used by the company. In this respect, for the companies whose fiscal year shall end as of 31 December 2012, the 2013 opening approvals of the books should be done at the latest on the date of 31 December 2012. For the said operation, the certificate of registry of the company shall be submitted to the notary. However, according to a communiqué of the Union of Turkish Public Notaries, the notary offices shall no longer request this certificate of registry, as from 12 December 2012.

Also, with the new amendment, it is possible to keep books in the electronic environment. In such case, the New TCC indicates that the notary public’s approval for the opening of commercial books and the closing of the day book and board’s resolutions book will not be required.

The closing approvals for the day book and the board’s resolutions book shall be done by the notary public, until the end of the third month of the following activity year. Accordingly, the 2013 closing approvals shall be done at the latest on 31 March 2013, for the companies whose fiscal year ends on 31 December 2012.

The share book and the general assembly’s meeting and decisions book can be continued to be used by the companies in the following activity period(s), without any new opening approvals for the concerned periods, if they have enough pages for the registries.

Regardless of the physical or electronic form of bookkeeping, the method and principles of approval, as well as the opening and closing approvals are determined by a joint communiqué regarding commercial bookkeeping (hereinafter referred to as the “Communiqué”) prepared by the Ministry of Customs and Trade and the Ministry of Finance, which has been published in the Official Gazette numbered 28502 and dated 19 December 2012, entering into force on the same date.

As per the Article 16 of the Communiqué, the board of directors’ resolutions book, day book, inventory book and the ledger can be continued to be used by the companies with an approval renewal to be done in the first month of consequent activity period, if they have enough pages for the registries. Following the article 17, renewal approval for the day book and the board of directors’ resolutions book that are subject to closing approvals, such approval renewal shall be done with an “has been seen” statement to be written under the last registries of the day book and board of directors’ resolutions book. Accordingly, if the board of directors’ resolutions book will continue to be used in 2013 activity year and has enough pages for the registries, the approval renewals of these books should be done within January 2013.

Here below are specified all the books that the joint stock companies and limited liability companies are obliged to keep:

1. The books to be kept by the joint stock companies:
   • Day book,
   • The ledger,
   • Inventory book,
   • Share book,
   • The board of directors’ resolutions book,
   • The general assembly’s meeting and decisions book.
2. The books to be kept by the limited liability companies:
3. • Day book,
   • The ledger,
   • Inventory book,
   • Share book,
   • The board of managers’ resolutions book*,
   • The general assembly’s meeting and decisions books.

According to the article 11/4 of the Communiqué, in the limited liability companies, the decisions of the manager or of the board of managers can be registered to the general assembly’s meeting and decisions book or to another book to be kept specifically for the resolutions of the board of managers. If ever a separate book is kept for the resolutions of the limited liability company’s board of managers , the related articles governing the joint stock companies’ board of directors’ resolutions book, including the opening and closing approvals, shall be applied for this book as well. Please note that if a specific book is kept in the company for the decisions of the  managers or of the board of managers, these decisions cannot be registered anymore to the company’s general assembly’s meeting and decisions book.

Finally please note that as per the article 562/1-c of the Commercial Code, the companies failing to act in conformity with the approval obligation envisaged for the companies’ books in the article 64, shall be subject to an administrative fine in the amount of TRY 4.000.

*Another reform of the New TCC no.6102 is the new organ of the limited liability companies, the board of

managers, which is similar to the board of directors of the joint stock companies.