The unique structure of commercial life, which is undergoing rapid change and development with the impact of technological developments, reveals the need to regulate the provisions to be applied to the business and transactions of merchants in line with the requirements of commercial life. One of the recent developments that includes regulations on this issue is the “Communiqué on Keeping Commercial Books Not Related to the Accounting of the Business in Electronic Environment” (hereinafter referred to as the “Communiqué”), which was published in the Official Gazette on February 14, 2025. In the continuation of our article, we will summarize the considerable issues regarding the Communiqué, which will enter into force on 1/7/2025, under 7 main headings.
1- Which books will be kept in Electronic Environment?
The share ledger, board of directors resolution book, board of managers resolution book, and general assembly meeting and negotiation book are commercial books that are mandated to be kept in electronic format under the Communiqué.
2- Which Companies are within the Scope of the Regulation?
The scope of the trade companies that are obliged to keep the commercial books electronically is regulated as follows;
a- Companies whose establishment is registered in the trade registry as of 1/1/2026
b- Banks, asset management companies, insurance companies, financial leasing companies, factoring companies, consumer finance and card services companies, holding companies established as joint stock companies, independent audit companies, companies subject to the Capital Markets Law, free zone founder and operator companies, companies operating foreign exchange kiosks, companies engaged in public retailing, licensed warehousing companies for agricultural products, commodity specialization exchange companies, surveillance companies and technology development zone management companies are the companies which fall within the scope of the regulation.
3- May Companies Not Subject to the Regulation Keep Their Books Electronically?
Pursuant to the Communiqué, there is no obstacle for companies that are not governed by the regulation to voluntarily keep their commercial books electronically. However, once the books are transitioned to electronic format, it will not be possible to revert back to keeping them in physical format. Furthermore, if one of the commercial books is voluntarily transitioned to electronic format, it will become mandatory for the company to maintain all its other commercial books electronically as well.
4- How will electronic books be kept?
The electronic keeping of commercial books will be provided through the Electronic Commercial Book System (hereinafter referred to as the “System”) established by the Ministry of Commerce, which enables the creation, keeping, storage and submission of records electronically, and this system will work in harmony with the system of the Notaries Association of Turkey and MERSIS.
5- How will the transition of books to electronic environment to be carried out?
The provisions regarding the transition to the practice of keeping commercial books electronically through the System by companies are as follows;
a- Companies that currently keep their commercial books physically and are obliged to keep their books electronically as of July 1, 2025, the effective date of the Communiqué, must obtain the closing approval of their physical books through a notary public within two months at the latest following their inclusion in the scope of this obligation. Simultaneously with the closing approval of the physical books, the books will be transferred to the System and activated.
b- For newly established companies; in the event that a company obligated to maintain its commercial books electronically under the provisions of the Communiqué is established on or after the effective date of the Communiqué, July 1, 2025, the commercial books will be simultaneously activated in the System upon the registration of the company’s incorporation in the MERSIS system.
c- It is also possible for a company that is not obliged to keep books electronically within the scope of the Communiqué regulations to adopt this method voluntarily, and in this case, the company’s management body must take a decision in this direction and the closing approval of the existing physical commercial books of the company must be obtained based on this decision. Simultaneously with the completion of the closing approval, the commercial books will be activated in the System.
6- Who will be authorized to perform transactions on the books to be kept electronically?
The person authorized to perform transactions within the system is defined under the Communiqué as the System user (hereinafter referred to as the “user“). The user may be designated by the company’s governing body or managing partners and can be any third party. Moreover, there is no limitation on the number of individuals who may be authorized as users. The registration of users in MERSIS is carried out via a form created in accordance with the procedure specified in the Communiqué.
7- Who Will Fall Under the Scope of Legal Responsibility?
The most significant outcome of the Communiqué’s provisions regarding the user is that members of the company’s governing body and managers are obligated to oversee the user’s transactions and prevent unauthorized actions. The Ministry’s scope of responsibility is limited to ensuring the effective functioning of the System.
Kaan Kabataş