# 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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