The Communiqué Amending the Communiqué on Commercial Books (“Amending Communiqué”) was published in the Official Gazette dated 10.07.2025 and numbered 32952. The key amendments introduced by the Amending Communiqué are presented below for your attention.
The Amending Communiqué introduced amendments to the following articles of the Communiqué on Commercial Books dated 19 December 2012 (“Communiqué”):
Article 9:
In joint stock companies and limited partnerships divided into shares, only those who can prove ownership of bearer share certificates and those who are registered in the share ledger are recognized as shareholders and holders of usufruct rights.
In joint-stock companies and limited partnerships divided into shares, only those who prove possession of bearer share certificates and are notified to the Central Securities Depository, as well as those registered in the share ledger, shall be deemed as shareholders and usufruct right holders.
In this manner, individuals who are in actual possession and can prove such possession shall be deemed usufruct right holders in the limited partnership.
Articke 12:
If the books and documents that a trader is obliged to keep are lost due to a disaster such as fire, flood, or earthquake, or due to theft, and within the statutory retention period, the trader may request a certificate of loss from the competent court where the commercial enterprise is located within fifteen days from the date the loss was discovered. This lawsuit is filed without an opposing party. The court may also order the collection of necessary evidence.
If the books and documents that a trader is obliged to keep are lost due to a disaster such as fire, flood, or earthquake, or due to theft, and within the statutory retention period, the trader may request a certificate of loss from the competent court where the commercial enterprise is located within thirty days from the date the loss was discovered. This lawsuit is filed without an opposing party. The court may also order the collection of necessary evidence.
With the change, the 15 days application time has been increased to 30 days.
Articke 13/6:
In cases where the share ledger needs to be renewed, the new ledger to be certified for opening shall be submitted to the notary together with the ledger to be discontinued or, if lost, with the certificate of loss. At the time of certifying the opening of the new share ledger, the notary shall annotate on the old ledger or on the certificate of loss that the opening of the new share ledger has been certified, indicating the date and registration number. A notary who sees such annotation on the old ledger or the certificate of loss may not issue another opening certification.
In cases where the share ledger, board of directors’ resolution book, or general assembly meeting and negotiation book need to be renewed, the new book to be certified for opening shall be submitted to the notary together with the book to be discontinued or, if lost, with the certificate of loss.
Thus, a common opening certification process has been introduced for multiple types of company books; however, by removing the obligation to annotate the old book and the effect of such annotation preventing re-certification, flexibility has been introduced into notarial practices.
Articke 23:
The provisions of the General Communiqué on Electronic Books No. 1, published in the Official Gazette dated 13/12/2011 and numbered 28141, shall apply to the books to be kept in electronic form.
The provisions of the General Communiqué on Electronic Books (Serial No: 1), published in the Official Gazette dated 13/12/2011 and numbered 28141, shall apply to the accounting-related books of the enterprise kept in electronic form. As for the share ledger, board of directors’ resolution book, board of managers’ resolution book, and general assembly meeting and negotiation book, which are not related to the enterprise’s accounting, the provisions of the Communiqué on Keeping Non-Accounting Commercial Books of the Enterprise in Electronic Form, published in the Official Gazette dated 14/02/2025 and numbered 32813, shall apply.
Thus, a distinction has been made between the books kept in electronic form: accounting-related books are subject to the provisions of the General Communiqué on Electronic Books, while non-accounting books such as the share ledger, board of directors’ resolution book, board of managers’ resolution book, and general assembly meeting and negotiation book are governed by the provisions of the Communiqué on Keeping Non-Accounting Commercial Books of the Enterprise in Electronic Form.
The changes on the circular are valid and enforceable since the date of publishing.
The entire circular can be reached through the link: https://www.resmigazete.gov.tr/eskiler/2025/07/20250710-12.htm
Best Regards,
Balay, Eryiğit & Erten
