Electronic Maintenance of Commercial Books Starts in Turkey

Introduction

The electronic maintenance of commercial books unrelated to accounting of the business has been officially introduced in Turkey. That is declared by the Communiqué in the Official Gazette dated 14 February 2025 and numbered 32813. The present article will analyze long term implications of the regulatory change upon Turkish markets. Turkish business lawyers  should update their corporate governance consulting process because of new developments.

What is Corporate Governance?

Corporate governance encompasses rules, practices, and processes guiding proper management and oversight of a company. Corporate governance encompasses the rules, practices, and processes that guide a company’s management and oversight. Typically, a company’s board of directors holds the responsibility for these activities, which include organizing senior management, overseeing audits, and managing board and general assembly meetings according to both national and international standards.

Regarding more information about how the system operates for corporate governance consulting take a look at our practice area: Corporate Governance

Scope of Electronic Keeping of Commercial Books

Companies are now permitted to maintain certain commercial books electronically, provided these books are unrelated to accounting records. Article 2 of the Communiqué designates the following books as eligible for electronic storage:

• share ledger [pay defter in Turkish],
• board of directors’ resolution book [yönetim kurulu karar defteri in Turkish],
• board of managers’ resolution book [müdürler kurulu karar defteri in Turkish],
• general assembly meeting book [genel kurul toplantı defteri in Turkish],
  negotiation book [müzakere defteri in Turkish].

It means that the aforementioned books will be kept electronically under the new Communiqué by companies for and beyond 2025.

Which Companies are Obligatory for Electronic Keeping of Books in Question?

Those companies are obligated to electronic keeping of commercial books:

• Companies whose incorporation is registered with the Trade Registry as of 1 January 2026
• Bankings, 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 foreign exchange kiosks, companies engaged in general retailing, agricultural products licensed warehousing companies, commodity specialization exchange companies, independent auditing companies, surveillance companies, technology development zone management companies, companies subject to the Capital Markets Law numbered 2499 and free zone founder and operator companies.

Companies not included in this mandatory list may voluntarily opt for electronic bookkeeping. However, those choosing to transition to electronic records must obtain a closing certification for their physical books from a local notary before making the switch.In this case, all books shall be kept in an electronic environment. Companies wishing to voluntarily maintain their commercial books electronically should obtain a closing certification for their physical books before local notaries.

What is meant by System User?

System users play a critical role upon electronic keeping of commercial books. System users are defined by the company management or managing partner managing partners. Therefore a system user can be a member of the management body, one of managing partners or a third party.

Companies are obligated to scrutinize closely and regularly the System user’s transactions and take appropriate steps if necessary for any unintended consequences.

Conclusion

Having regard to the aforementioned considerations, keeping commercial books not related to the accounting of the business electronically is made obligatory for the companies listed above. In summary, the mandatory electronic keeping of specified commercial books marks a significant transformation in corporate governance and regulatory compliance in Turkey. This requirement applies to companies listed in the Communiqué, while others may voluntarily adopt electronic bookkeeping starting July 2, 2025. This regulatory shift is expected to enhance transparency, efficiency, and regulatory oversight, ultimately strengthening corporate governance frameworks in Turkey.

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