The Communiqué on Keeping Commercial Books in Electronic Form Has Been Published

Companies required to keep their commercial books in electronic form

The Communiqué establishes the framework for maintaining share ledgers, board of directors' resolution books, board of managers' resolution books, and general assembly meeting and negotiation books (“Commercial Books”) in electronic form. It also sets out the guidelines for the preservation, management, and presentation of these records within the system to be established by the Ministry of Trade. The Communiqué envisages various regulations regarding which companies are required to keep their commercial books in electronic form, as well as details concerning the commercial books that can be kept in electronic form.

According to the Communiqué, the following companies are required to keep their commercial books electronically:

• companies established and registered in the trade registry as of January 1, 2026
• banks, financial leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, holding companies established as joint-stock companies, companies operating currency exchange offices, companies engaged in public warehousing, licensed agricultural product warehousing companies, product specialized exchange companies, independent audit companies, inspection companies, technology development zone management companies, companies subject to the Capital Markets Law No. 2499, and companies that are free zone founders and operators.

Companies other than those mentioned above may voluntarily keep their commercial books in electronic form, in accordance with the provisions outlined in the Communiqué. Once a company decides to keep its commercial books in electronic form, these commercial books will be recognized as the valid legal records of the company, and it will no longer be permissible to maintain these commercial books in physical form.

Organization of commercial books in electronic form   

The Communiqué includes various regulations regarding the types of commercial books to be kept in electronic form, the types of companies that will keep these books, and the individuals authorized to perform transactions related to these books.

Share ledger

For companies that will keep share ledgers in electronic form from their establishment, shareholding information will be transferred to the system via the Central Registry System (“MERSIS”). Other information related to the company’s shareholding structure will be recorded in the electronic share ledger by users authorized to perform operations in the system. When companies that maintain physical share ledgers transition to electronic share ledgers, authorized users will transfer the current records from the physical ledger to the electronic system. Additionally, it is necessary to document pledges, usufruct rights, precautionary measures, seizures, and other similar encumbrances on company shares within the system. In instances where share transfers and transitions are influenced by inheritance, division of inheritance, marital property regimes between spouses, compulsory execution, or judicial decisions, the pertinent documents and information must be recorded in the system.

Board of directors’ resolution book

Resolutions adopted by the board of directors in accordance with the physical meeting procedure will be uploaded to the system by the authorised users, while the resolutions adopted by the companies using the electronic meeting system will be transferred to the system through the integration process. The process for recording resolutions adopted by the companies using the electronic meeting system is detailed in the Communiqué. In limited liability companies, if a separate board of managers’ resolution book is kept, this book will be subject to the provisions set forth in the Communiqué for board of directors’ resolution books.

General assembly meeting book

Resolutions adopted by the general assembly in accordance with the physical meeting procedure will be uploaded to the system by the authorised users, while resolutions adopted by the companies using the electronic meeting system will be transferred to the system through the integration process.

Establishment of commercial books and use of the system

For companies to be established from January 1, 2026, their commercial books will be created and activated in the system upon the registration of the company with the relevant trade registry.

• For companies currently maintaining physical commercial books and obliged to keep electronic commercial books under the Communiqué, they must obtain the closing approvals of their physical commercial books through notaries within two months from the date they become obligated, with a resolution adopted in accordance with the resolution included in the annex of the Communiqué (Annex-1).
• For companies opting to keep electronic commercial books voluntarily, they must obtain the closing approvals of their physical commercial books through notaries within the fiscal period in which the decision is made, with a resolution adopted in accordance with the decision included in the annex of the Communiqué (Annex-1). If the closing approval is not obtained within the relevant fiscal period, it will only be possible to obtain the closing approval for the purpose of transitioning to electronic commercial books in subsequent fiscal periods with a new decision to be made in the same fiscal period.

Under the Communiqué, notaries are required to annotate the physical commercial book during the closing approval process, indicating that the closing is for the purpose of transitioning to electronic commercial book, along with the date and transaction number. After this annotation, the notary must define the closing process in the system, which will then create and activate the electronic commercial book. Additionally, it is mandatory to preserve the physical resolution minutes and other related documents that serve as the basis for the entries in the commercial books, to be presented upon request.

According to the Communiqué, the authority to perform transactions on the commercial books kept in electronic form will be granted to system users designated by the company's management body or managing partners. Companies will appoint these individuals as system users through a physical notification form included in the annex of the Communiqué (Annex -2) or via a form created electronically through MERSIS, which must be approved by all members of the company's management body or managing partners. These designated users will carry out the necessary authorizations through the system. The Communiqué also details the procedures for changing users and the transactions they will perform on the system. Additionally, the company's management body will be responsible for the accuracy of the entries made in the commercial books created in the system and for any damages that may arise from discrepancies between the records.

Conclusion 

The Communiqué will come into force on July 1, 2025 and companies which will be required to maintain electronic commercial books, as well as those opting to do so voluntarily must make the necessary preparations and plan their transition processes to the electronic book system in accordance with the provisions of the Communiqué. Furthermore, it is anticipated that the Ministry of Trade will introduce new regulations concerning the integration process into the system and the operation of the system in the upcoming period.