Are Physical Commercial Books Gradually Becoming History?

Similar to other areas of business life, transactions of corporations are also becoming more and more digitalized. Although the legislation usually takes time to catch up to technological developments, digitalization steps are being taken in corporate/company secretary actions of companies in Türkiye.

As the business world becomes ever more tech-driven, this inclination applied to corporate law rules and practices as well over the past decade, with, for example, the introduction of electronic general assembly system (widely used by publically listed companies), holding board meetings electronically and/or adopting board resolutions electronically, keeping records of bearer shares electronically, and conducting electronic applications over the Central Trade Registry System (“MERSIS”) as a prerequisite of registration applications. Following the requirements as to the e-Invoice (e-Fatura) and keeping accounting records and books electronically, the latest development in said digitalization process is introduced for non-accounting books of companies under the “Communiqué on Keeping Commercial Books Not Related to the Accounting of the Business in Electronic Environment” (“Communiqué”) [i], which entered into force on 1 July 2025 and then further amended on 14 August 2025 and 20 September 2025.

Communiqué stipulates that certain companies must now keep their several commercial books that are not related to the accounting of the business in electronic format.

Considering the wide scope of its applicability, its implementation is vital for practitioners. We will address this new requirement below in a Q&A format.

What Does the Communiqué Entail?

Initially, the Communiqué required certain companies to keep their share ledger, board of directors’ resolutions book (for joint stock companies), board of managers’ resolutions book (for limited liability companies), and general assembly meeting and negotiation book in electronic format over the Electronic Commercial Book System (“ETDS”). Yet, after a recent amendment introduced on 20 September 2025 (“Amending Communiqué”) [ii], keeping only the share ledger and general assembly meeting and negotiation book is mandatory, as of writing.

Which Companies are Subject to Electronic Book Keeping Obligation?

According to the Communique, the obligation to keep the aforementioned books in electronic form is applicable to:

• All companies [iii] that will be incorporated as of 1 January 2026, and
• Among the companies incorporated before 1 January 2026, companies whose establishment or amendment of articles of association are subject to the approval of Ministry of Trade (“Ministry”). According to the “Communiqué on the Increase of Capital of Joint Stock and Limited Companies to New Minimum Amounts and the Determination of Joint Stock Companies Subject to Approval for Establishment and Amendment of Articles of Association”, these companies include banks, financial leasing companies, factoring companies, consumer financing and card services companies, asset management companies, insurance companies, holding companies established as joint-stock companies, companies operating foreign exchange offices, companies engaged in general retailing as defined by their specific legislation, warehousing companies licensed for agricultural products, product specialty exchange companies, independent auditing companies, surveillance companies, technology development zone management companies, companies subject to the Capital Markets Law numbered 2499, and free zone founder and operator companies.

For the rest of the companies, keeping the above-mentioned books in electronic format is optional.

The Communiqué introduced an additional exception to companies operating in the defense sector through its amendment dated 14 August 2025. According to this amendment, the obligation to keep certain books electronically does not apply to the “companies that are direct or indirect subsidiaries and affiliates of the Presidency of Defense Industries and the Turkish Armed Forces Foundation, companies with Industrial Competency Assessment Program (EYDEP) A certificate, and companies that are the main contractors of Presidency of Defense Industries projects, which are all operating in the field of defense industry”.

What Is the Procedure to Be Followed By the Companies For Converting Their Mandatory Non-Accounting Books to Electronic Form?

If a company is established as of 1 January 2026, its required books will be opened in electronic form by the trade registry automatically at the time of incorporation.

Companies that are already established and currently keep physical books are required to adopt a board of directors’/board of managers’ resolution on converting their physical company books to electronic form, as well as authorizing certain representatives to conduct activities relating to these books. Said authorized persons can be designated for one or more books, and for taking one or more actions relating to these specific books (including saving, updating, deleting, and viewing records/resolutions). Companies can freely determine these authorized persons (i.e., there are no specific requirements such as being a signatory or being on the company payroll).

Template of such resolution is provided as Annex I of the Communiqué. (It is also possible to change these authorized person(s) at a later stage by adopting a new board of directors’/managers’ resolution, template of which is provided as Annex II of the Communiqué.)

Following the adoption of the resolution, companies should apply to a notary public in Türkiye together with their current physical books for closing current books and opening their electronic counterparts.

One important step, which may be missed by the companies in practice, is the need for further execution of a statement to be prepared by the notary public. Upon the application of a company, while closing the physical books and establishing the electronic format, notary officers prepare a statement regarding this change to be signed by company representatives. In practice, notaries may have different approaches to who the signatory of such a statement should be. As per the commercial law, it is clear that sole or joint signatories without limitations are authorized to sign such a statement. In case these sole or joint unlimited signatories cannot be present at the notary’s office, notaries may also find signatures of persons with limited powers as sufficient, as long as these powers relate to actions before the notary public.

According to the general principles of the TCC, companies should also keep the closed physical books (at the earliest until the expiration of a ten-year period following the date of the last record).

What is The Deadline for Companies to Carry Out Necessary Procedures To Start Electronic Bookkeeping?

The Communiqué requires companies subject to this requirement to close their physical books (and simultaneously establish them in electronic format) within six months [iv] from the date the obligation arises. According to the statements of Ministry officers, they consider the first date of the obligation arises for the existing companies as 1 July 2025, as being the enforcement date of the Communique, and therefore the current deadline is considered to be within the six months of such date, i.e., at the latest by 31 December 2025.

Also, as noted above, all companies to be established as of 1 January 2026 will be automatically subject to this requirement, and their electronic books will be established automatically by the trade registry at the registration of incorporation.

Can a Company That Has Already Adopted Electronic Books Abolish the Practice?

As a main principle of the Communiqué, companies that have started keeping their books electronically (due to the requirement under the Communiqué or voluntarily) are not allowed, for any reason whatsoever, to revert to keeping such books in physical form.

However, there is one exception to this rule. Following the Amending Communiqué, board of directors’ or managers’ resolution books are no longer required to be kept electronically. Accordingly, only for once, companies, which already started keeping their board of directors’ resolution books electronically prior to the effective date of the Amending Communiqué, can discretionally revert to keeping their board of directors’ resolution books as a physical book upon adopting another board resolution and applying to the Ministry.

Following review of the Ministry, if accepted, the Ministry closes the relevant electronic book on the ETDS, and provide the company with a document evidencing such closure. The applicant company will then apply to a local notary public, submit the document obtained from the Ministry and open new physical book.

How Do Companies Keep Required Books Electronically?

Persons authorized under a board of directors’/managers’ resolution can access to the electronic books of the company via ETDS either by (i) signing in with their e-Government (e-Devlet) account (which exist only for Turkish citizens or residents) with their e-signatures or mobile signatures, or, (ii) signing in directly at ETDS with user details (e.g., passport number or potential tax ID number, nationality and e-mail address, which are already notified to the system at registration.

Once accessed to the electronic books in the ETDS;

• For the share ledger, system user inserts the records on the latest shareholding structure, information on the shareholders (g.,, shareholder’s name, surname, or title, shareholder’s contact information of any beneficial owners of the share-if any-, share’s nominal value, number of shares owned and total share capital amount, share designation, share acquisition date, explanations regarding the acquisition/transfer of the share) and any annotations relating to shares (e.g., liens, usufruct rights, injunctions issued by judicial authorities, seizures, and similar restrictions). Following to this initial registration, any changes occurred on these information (e.g., share transfers, establishing new restrictions, removing current restrictions) are reflected to the electronic share ledger as soon as possible.
• For the general assembly meeting and negotiation book, system user uploads scanned copy of the signed general assembly meeting minutes and its attachments after convening a general assembly meeting. In case the company is using e-General Assembly Meeting System, it is also possible to transfer the meeting minutes directly from the e-GAM software to ETDS.
• For the board of directors’ resolutions book (if decided to keep electronically by the company voluntarily): once the board of directors’ adopt a resolution, system user uploads a scanned copy of the signed resolution on ETDS.

In case the company adopts its resolutions electronically through e-Board of Directors software or through MERSIS, it is also possible to transfer the resolution directly from the e-BoD software or MERSIS to ETDS as long as all board members provide the approvals electronically.

The above processes are required only for the current/new records and resolutions. Therefore, system users are not required to scan and upload the resolutions adopted before the establishment of electronic books or upload previous shareholding information retrospectively.

Even though electronic copies of the general assembly meeting minutes and board resolutions are uploaded to the ETDS (and the relevant physical resolution books are closed simultaneously with establishment of electronic books), the Communiqué still requires the companies to keep the physical copies of the resolutions in their records.

Is There a Specific Timing for Uploading Resolutions to or Updating Records in the ETDS?

The Communiqué is silent on the timing of uploading resolutions/updating records to the ETDS. According to the FQA document published by the Ministry, these actions should be taken “without any delay”. Even though the wording does not refer to a specific period of time, in practice, it is argued that the resolutions should be uploaded ideally within the same day or on the following day after the resolution or change.

What Can a Company Do If There Is a Mistake in the Records Made on ETDS?

In case of a mistake in the record/resolution uploaded to the ETDS, the system user should conduct the necessary revisions/corrections as soon as possible by uploading the correct version. However, in such a scenario, the previous version is not deleted over the ETDS, but it is rather designated as “passive” in a reachable but unalterable form, and the corrected version is recorded and can be accessed as a newer version.

How Will Copies of the Resolutions/Records Be Obtained From Commercial Books That Are Kept Electronically?

Companies may need to obtain copies of their records and resolutions and submit them to public authorities such as trade registry, ministries, SSI, tax office, etc.

As the documents will be uploaded to a government controlled system (ETDS) and there will be no physical book, in the early days of the Communiqué, it is widely debated on whether getting a notarized copy of the signed resolutions is still required.

Such discussions are also triggered as provisions of the TCC and the Trade Registry Regulation requiring submission of “notarized copies” of the relevant resolutions/minutes/records for certain transactions are not amended despite the Communiqué. Even though the Article 13/2 of the Communiqué states that the verifiable records of commercial books acquired from ETDS are deemed authentic copies of the actual records, it is discussed on whether it is sufficient to abolish the TCC and the Trade Registry Regulation, which are in the higher levels of hierarchy of norms.

To clarify this conflict, the Ministry published a Circular ^[v] on 29 July 2025, stating that companies, which started to keep their commercial books over ETDS, should download copies with the verification code for submission to the trade registries, and accordingly no notarization process will be required for these resolutions.

Even though the legality of this practice may be challenged in theory, public authorities (especially the trade registry directorates) are acting in accordance with the Circular in practice and do not require submission of a notarized version.

Additionally, Capital Markets Board also announced in its Bulletin dated 9 October 2025 numbered 2025/53 that, based on a principle decision adopted by the Board, until otherwise resolved, they will not require notary approvals for the board of directors’ resolutions when obtained from ETDS.

Conclusion

The Communique marks an important step in modernizing Türkiye’s commercial infrastructure. As business operations increasingly digitalized, book‑keeping will have no choice but to follow. Therefore, even though the physical non-accounting books are not history as of today, it is likely that they will be seen less and less in future. Yet, we expect the total digitalization will be gradual and slow as the amendments to the Communiqué suggest.

[i] Official Gazette dated 14 February 2025 and numbered 32813.

[ii] Official Gazette dated 20 September 2025 and numbered 33023.

[iii] Collective (kollektif) companies, limited partnerships (komandit), joint stock companies (anonim), limited partnerships with capital divided into shares (sermayesi paylara bölünmüş komandit), and limited liability companies (limited şirketler) and cooperatives (kooperatifleri)

[iv] This time period was 2 months before the amendment introduced by the Amending Communiqué.

[v] Circular on “Resolutions of the General Assembly and Board of Directors/Managers Submitted in Registration Applications” dated 28 July 2025 and numbered E-50035491-431.04-00111808832