Important Amendment Regarding Keeping Commercial Books Not Related to the Accounting of the Business in Electric Environment

“Communiqué on Amending the Communiqué on Keeping Commercial Books Not Related to the Accounting of the Business in Electronic Environment” (“Amending Communiqué”) amending “Communiqué on Keeping Commercial Books Not Related to the Accounting of the Business in Electronic Environment” (“Communiqué”) was published in the Official Gazette dated 20 September 2025 and numbered 33023. The amendments entered into force on 20 September 2025, i.e., the date of publication of the Amending Communiqué.

What did the Communiqué regulate, and what was the situation prior to the Amending Communiqué?

The Communiqué, published in the Official Gazette dated 14 February 2025 and numbered 32813, stipulated that companies whose establishment and amendments to their articles of association are subject to the approval of the Ministry of Trade, as well as companies whose establishment is registered in the trade registry as of 1 January 2026, are required to maintain the following records electronically: (i) share ledger, (ii) board of directors’ resolution book (for joint-stock companies), board of managers’ resolution book (for limited liability companies), (iii) general assembly meeting and negotiation book. Companies other than the aforementioned numbered companies were also given the option to keep these books electronically.

Under the Communiqué, it was further stipulated that, companies established as of 1 January 2026 onwards will create their books directly in electronic form as of their date of incorporation; whereas companies already established, keeping books in physical form, and whose incorporation and articles of association amendments are subject to the approval of the Ministry of Trade, must have the closing certification of their physically kept books completed within two months from the date the obligation arises.

By way of an amendment dated 14 August 2025, the board of directors’ resolution books of banks, subject to the supervision and oversight of the Banking Regulation and Supervision Agency (BDDK), asset management companies, as well as financial leasing, factoring, financing, and savings financing companies, were excluded from the scope of the Communiqué. However, since no other changes were introduced at that time, many companies, which remained within the scope of the Communiqué had their physical books closed and certified, and began keeping the relevant books electronically as of 1 September 2025.

What has changed with the Amending Communiqué?

Under the Amending Communiqué, the books to be kept in electronic form have been revised to include only the “share ledger” and the “general assembly meeting and negotiation book”, thereby removing the obligation to keep the board of directors’ resolution book and the board of managers’ resolution book in electronic form.

In addition, for companies that were previously keeping their books physically but have become subject to the obligation to keep them electronically, the period to apply to a notary with a resolution prepared in accordance with the sample provided in Annex-1 and to have the closing certification of their physical books, has been extended from two months to six months as of the date the obligation arises.

What will companies that had already closed their physical books and commenced keeping their books electronically before the Amending Communiqué do?

As a rule, under the Communiqué, companies that have started keeping their books electronically are not allowed, for any reason whatsoever, to revert to keeping such books in physical form. However, pursuant to Provisional Article 2 introduced to the Communiqué by the Amending Communiqué, an exception has been granted for companies that had already started keeping their board of directors’ resolution books electronically prior to the effective date of the Amending Communiqué. Such companies have been provided with the option, should they so wish, to revert to keeping their board of directors’ resolution books as a physical book.

For this purpose, the company must adopt a board of directors’ resolution regarding the closure of the electronic book and the reversion to physical books, and submit this resolution to the Ministry of Trade by 1 January 2026. Following this submission, the electronic book shall be closed via the Electronic Commercial Book System, and with the document to be obtained from the Ministry, the company shall apply to a notary public to initiate the opening certification of the physical book.