New Regulation on Electronic Record-Keeping for Non-Accounting Commercial Books

A new regulation titled "Communiqué on Keeping Non-Accounting Commercial Books in Electronic Format" has been issued based on Articles 64(3), 64(4), and 210(1) of the Turkish Commercial Code (Law No. 6102, dated January 13, 2011). This communiqué was published in the Official Gazette on February 14, 2025.

Purpose of the Communiqué

The primary objective of this communiqué is to:

• Identify the companies required to keep certain commercial books electronically.

• Define the procedures and principles for creating, maintaining, storing, and presenting these records in an electronic format.

• Establish the operating system for electronic record-keeping.

Commercial Books to Be Kept Electronically

According to Article 64(4) of Law No. 6102, certain commercial books that are not directly related to accounting must be kept electronically if mandated by the Ministry of Trade. These include:

• Share Ledger (Pay Defteri)

• Board of Directors’ Resolutions Ledger (Yönetim Kurulu Karar Defteri)

• Executive Board Resolutions Ledger (Müdürler Kurulu Karar Defteri)

• General Assembly Meeting and Negotiation Ledger (Genel Kurul Toplantı ve Müzakere Defteri)

Companies Required to Keep Books Electronically

The communiqué mandates electronic record-keeping for the following companies:

1. Companies registered with the Trade Registry on or after January 1, 2026.

2. Certain joint-stock companies (anonim şirketler) specified in the Communiqué published in the Official Gazette on November 15, 2012 (No. 28468). These include:

   • Banks

   • Financial leasing companies

   • Factoring companies

   • Consumer finance and card service companies

   • Asset management companies

   • Insurance companies

   • Holding companies established as joint-stock companies

   • Foreign exchange offices

   • Public warehousing companies

   • Agricultural product licensed warehousing companies

   • Product specialized exchange companies

   • Independent audit firms

   • Supervision companies

   • Technology development zone management companies

   • Companies subject to Capital Markets Law No. 2499 (dated July 28, 1981)

   • Free zone founding and operating companies

Implementation and Compliance Requirements

• Companies required to keep their books electronically from their establishment must ensure that their records are created and activated in the system simultaneously with their Trade Registry registration.

• Companies that transition from physical to electronic books must:

  • Obtain a closing certification for their physical ledgers within two months from the date they become subject to this obligation.

  • Submit a resolution (in accordance with the communiqué’s annex) to a notary for approval.

• Companies that choose to switch voluntarily must also:

  • Obtain a closing certification for their physical ledgers within the same fiscal period in which the transition decision is made.

  • If they fail to complete this within the relevant fiscal period, they can only transition electronically by making a new decision within the same fiscal year.

• Electronic books do not require opening or closing certifications.

Voluntary Electronic Record-Keeping

Companies not covered under Article 5(1) of the communiqué may voluntarily opt for electronic record-keeping. However:

• All books must be kept electronically—partial electronic record-keeping is not allowed.

• Once a company transitions to electronic books, it cannot revert to physical record-keeping under any circumstances.

System Access and Legal Validity

• The authority to operate on electronic books belongs to system users designated by the company’s management body or managing partners.

• Multiple system users can be appointed.

• Books kept in compliance with this communiqué will be recognized as legally valid commercial records.

• The company’s management or administrators will be responsible for ensuring compliance with proper record-keeping procedures.

Effective Date

This communiqué will come into effect on July 1, 2025.

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