The Communiqué titled Communiqué Amending the Communiqué on Keeping Non-Accounting Commercial Books of Enterprises in Electronic Form (the “Amending Communiqué”) was published in the Official Gazette dated 20 September 2024 and numbered 33023. The key changes introduced by the Amending Communiqué are presented below for your attention:
Article 5/1
Article 5- (1) The companies listed below are obliged to keep their books in electronic form under this Communiqué:
a) Companies whose incorporation is registered with the trade registry on or after 1/1/2026.
b) Joint stock companies listed in the first paragraph of Article 5 of the Communiqué published in the Official Gazette dated 15/11/2012 and numbered 28468, titled “Communiqué on Raising the Share Capital of Joint Stock and Limited Liability Companies to New Minimum Amounts and on Identifying Joint Stock Companies Subject to Permission for Incorporation and Articles of Association Amendments.
Article 5- (1) The companies listed below are obliged to keep their share ledger and the general assembly meeting and negotiation minutes book in electronic form under this Communiqué:
a) Companies whose incorporation is registered with the trade registry on or after 1/1/2026.
b) Joint stock companies listed in the first paragraph of Article 5 of the Communiqué published in the Official Gazette dated 15/11/2012 and numbered 28468, titled “Communiqué on Raising the Share Capital of Joint Stock and Limited Liability Companies to New Minimum Amounts and on Identifying Joint Stock Companies Subject to Permission for Incorporation and Articles of Association Amendments.
Article 5/2
“Article 5- (2) Companies not covered by the first paragraph may, at their discretion, keep the books within the scope of this Communiqué in electronic form. In this case, all books shall be kept in electronic form.”
“Article 5- (2) Companies not covered by the first paragraph may, at their discretion, keep the books within the scope of this Communiqué in electronic form. In this case, the share ledger and the general assembly meeting and negotiation minutes book must be kept in electronic form.”
Article 9/2 – Extension of Time
“Article 9- (2) Companies that keep books in physical form but fall within the scope of the obligation to keep books in electronic form shall, within no later than two months from the date the obligation arises, apply to a notary with a resolution prepared in accordance with the sample in Annex-1 to have the closing certification of the physical books performed.”
“Article 9- (2) Companies that keep books in physical form but fall within the scope of the obligation to keep books in electronic form shall, within no later than six months from the date the obligation arises, apply to a notary with a resolution prepared in accordance with the sample in Annex-1 to have the closing certification of the physical books performed.”
Provisional Article 2 – Reversion of the Board of Directors’ Resolution Book to Physical Form (new article)
Provisional Article 2- (1)
The third paragraph of Article 5 shall not apply to companies that started keeping the board of directors’ resolution book in electronic form before the effective date of this article. If such companies wish to keep the board of directors’ resolution book again in physical form and submit the relevant board resolution to the Ministry by 1/1/2026, the book shall be closed in the System and the opening certification of the physical book shall be performed by a notary on the basis of the document issued by the Ministry.”
Implementation and Transition
Accordingly, companies incorporated as of 1 January 2026, as well as banks, financial leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, holding companies established in the form of joint stock companies, foreign exchange offices, companies engaged in general warehousing, licensed warehousing companies for agricultural products, product specialized exchange companies, independent audit companies, surveillance companies, and technology development zone managing companies will be required, with this amendment, to keep their share ledger and the general assembly meeting and negotiation minutes book in electronic form.
Companies that will keep books in electronic form on a voluntary basis will now keep not all books but only the share ledger and the general assembly meeting and negotiation minutes book in electronic form.
To avoid disruptions during the transition to electronic form, the two-month period to close physical books has been extended to six months.
In addition, the prohibition on opening a physical book has been lifted for companies that voluntarily switched the board of directors’ resolution book to electronic form prior to this amendment.
You can access the full text –– İşletmenin Muhasebesiyle İlgili Olmayan Ticari Defterlerin Elektronik Ortamda Tutulması Hakkında Tebliğde Değişiklik Yapılmasına Dair Tebliğ from this link.
Best Regards,
Balay, Eryiğit & Erten
