IMPORTANT AMENDMENTS INTRODUCED TO THE KEEPING OF COMMERCIAL BOOKS IN ELECTRONIC FORMAT
We refer to our Newsletter dated 27 June 2025 concerning 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 previously noted, the Communiqué required certain companies to keep their board of directors’ resolution book (in Turkish, “Yönetim Kurulu karar defteri”) and board of managers’ resolution book (in Turkish, “Müdürler kurulu karar defteri”), as part of their mandatory bookkeeping obligations in electonic format.
Key Amendment – Removal of Board of Directors’ Resolution Book
Pursuant to Article 1 of the Communiqué Amending the Communiqué on the Keeping of Commercial Books Not Related to the Accounting of the Business in Electronic Format entered into force on 20 September 2025 (the “Amending Communiqué”), Article 5 of the Communiqué has been revised.
The amendment introduces a requirement to maintain the share ledger(in Turkish, “pay defteri”) and general assembly meeting and negotiation book (in Turkish, “Genel kurul toplantı ve müzakere defteri”) in electronic format, while removing the obligation of companies to keep their board of directors’ resolution book in electronic format.
Transitional Provisions – Reversion to Physical Books
Article 3 of the Amending Communiqué introduces a provisional article stipulating that companies which had already begun keeping their board of directors’ resolution book in electronic format before the effective date of this article (i.e., 20 September 2025) are exempt from its application. Such companies may elect to revert to keeping their board of directors’ resolution book in physical format, provided that they submit the relevant board resolution to the Ministry of Trade by 1 January 2026. In this case, the electronic record of the book will be closed in the Electronic Commercial Books System (the “ETDS”), andthe opening certification of the physical book will be carried out by a notary public based on the certificate issued by the Ministry.
Accordingly, companies that have already transitioned to the ETDS and wish to revert to physical board of directors’ books must adopt and submit the relevant board resolution by 1 January 2026 at the latest.Once the Ministry closes the record in the ETDS, a notary will perform the opening certification of board of directors’ book based on Ministry’s certificate.
Extended Deadline for Transition to ETDS
Article 2 of the Amending Communiqué introduces an extension for electronic book obligation. Originally, the Communiqué required the companies to close their existing physical books and designate an ETDS User (in Turkish, “Sistem Kullanıcısı”) authorized to maintain commercial books electronically within two months as from 1 July 2025, by way of adopting a resolution in the format annexed to the Communiqué.
Article 2 of the Amending Communiqué revises this timeline. Under the amendment, the deadline for adopting and submitting the relevant company resolution, as well as transitioning the specified commercial books to electronic format, has been extended to 1 January 2026.
Accordingly, all companies falling under the obligation must ensure full compliance with the ETDS transition requirements by 1 January 2026 at the latest.
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