I. INTRODUCTION

Proper keeping of commercial books is one of the vital issues for companies. In this respect, the Communiqué on Keeping Commercial Books Not Related to the Accounting of the Business in Electronic Form (the “Communiqué”), which introduces a fundamental change regarding commercial books, has been published in the Official Gazette. The Communiqué published by the Republic of Türkiye Ministry of Trade (the “Ministry”) and the Republic of Türkiye Ministry of Treasury and Finance in the Official Gazette dated February 14, 2025 and numbered 32814, imposes an oblligation certain commercial companies, as specified in Article 5 of the Communiqué to keep their commercial books in electronic form.

As part of the digital transformation process, in addition to the general ledger and journal books that are already transferred to the electronic form, it has also become mandatory to transfer the books that are not related to the accounting of the business to the electronic ledger system (the “System”) established by the Ministry.

II. FUNDAMENTAL PRINCIPLES

1. Which Commercial Books Are Not Related to the Accounting of the Business?

Article 64 et seq. of the Turkish Commercial Code No. 6102 (the “TCC”) set forth the commercial books that merchants are obliged to keep and the bookkeeping principles. In these provisions, the legislator has established a dual distinction regarding the books to be kept by merchants, based on whether they are related to the accounting of the business. However, in the fourth paragraph of Article 64, it is clearly stated that books such as share ledgers, board of directors’ decision books and general assembly meeting and negotiation books are not related to the accounting of the business, while also recognizing them as commercial books.

These books are kept by the board of directors and keeping these books is regulated as one of the non-transferable duties and powers of the board of directors.

2. What Was The Practice Regarding the Keeping of Commercial Books in Electronic Form Before the Publication of the Communiqué?

Prior to the regulation introduced by the Communiqué, the Electronic Ledger General Communiqué (Serial No. 1), published in the Official Gazette No. 28141 on December 13, 2011, stipulated that taxpayers obligated to use e-invoices, companies subject to independent auditing under the TCC, and taxpayers required to keep books according to the balance sheet method, as well as those who voluntarily opted to keep books based on the balance sheet method, are oblgated to keep their journal and ledger books as e-ledger as of 2025.

Before the publication of the Communiqué, there were no regulations mandating the electronic keeping of commercial books not related to the accounting of the business. However, businesses were allowed to keep their commercial books in electronic form on a voluntary basis without any restriction. With the publication of the Communiqué as an extension of digitalization efforts, it is possible to say that for commercial companies, keeping their books in electronic form has become a “mandatory” requirement.

3. Which Companies Are Obligated To Keep Their Commercial Books in Electronic Form?

According to the Communiqué, the companies obligated to keep their commercial books in electronic form are as follows:

• Companies registered with the trade registry as of January 1, 2026, anf thereafter;

• Banks, financial leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, holding companies established as joint-stock companies, currency exchange companies, general retail companies, licensed agricultural product warehouse companies, product specialization exchange companies, independent auditing companies, surveillance companies, technology development zone management companies, companies subject to the Capital Markets Law No. 2499 dated July 28, 1981, and free zone founders and operators.

Companies not mentioned above may keep their books in electronic form on a voluntary basis, provided that all of their books are kept in electronic form.

4. Which Commercial Books Are Covered By The Communiqué?

The commercial books that must be kept in electronic form are regulated in Article 2 of the Communiqué. According to this provision, these books are

• share ledger,

• board of directors’ resolution book,

• board of managers’ resolution book, and

• general assembly meeting and negotiation book (the “Books”).

5. What are the Obligations or Exemptions Arising from Keeping the Books in Electronic Form?

Pursuant to the provisions of the Communiqué, companies that transition to keeping their books in electronic form are not permitted to revert to maintaining their books in physical form.
On the other hand, opening and closing approvals will not be required for the Books kept in electronic form.

6. What Is the Electronic Ledger System Introduced by the Communiqué?

The System is the platform where the electronic records of the Books will be kept, to be established by the Ministry. While the Communiqué does not specify through which portal access to the System will be granted, it is expected that further details regarding the System will be announced on the Ministry’s website, etds.ticaret.gov.tr, by the effective date of the Communiqué, July 1, 2025.

The authority to perform transactions in the System will belong to the individual(s) designated by the company’s governing body or managing partners. The System user (the “User”) approved by all members of the governing body or managing partners will be registered in the MERSIS system. If the User’s notification form is prepared in physical form, it will be submitted to the Trade Registry Directorate along with the incorporation documents. If the Books are transitioned to electronic form after the company’s establishment, the User will be registered in the System during the process of entering the closing information of physical books into the System by a notary.
Transactions performed by the User in the System shall be recorded in such a way that no changes can be made; however, material errors such as typographical mistakes made during the recording can be corrected by the User by explicitly indicating the existence of the material error in writing in the System.

7. How Will Companies Transition to the System?

For companies that will keep their Books of Accounts electronic form from the date of their establishment, the Books will become active in the System simultaneously upon registration.
For companies currently keeping their Books in physical form, they will be required to transition to keeping their Books in electronic form within 2 (two) months from the date the obligation to do so arises. This transition will be initiated by a decision presented by the company’s authorized representative to a notary, who will obtain the closing approval for the physical books.

Subsequently, the notary will register the User information and the closing details of the physical books in the System, and the Books will become active in the System.

8. Will the Transfer of Ledgers to ELS Eliminate the Legal Liability of Managers?

Under the Communiqué, no changes have been made to the responsibility of the company’s governing body and managers regarding the accuracy of the records in the Books and the potential damages arising from discrepancies between the records. These individuals remain responsible for ensuring that the Books are kept in accordance with the law and accurately reflect the company’s activities.

III.CONCLUSION

The Communiqué represents a significant milestone in the digitalization process of businesses. With this regulation, the mandatory electronic keeping of commercial books aims to enhance data security in record-keeping processes, strengthen audit mechanisms, and facilitate compliance with regulations for businesses. The transition to the System will not only provide time and cost savings but will also enable businesses to adopt a more effective management approach, improve operational efficiency, and allow decision-making processes to be carried out more effectively. In this context, it is crucial for companies to establish the necessary infrastructure to comply with the regulation and review their processes related to digital recording systems.
The full text of the Communiqué can be accessed here.