The Union of Turkish Public Notaries issued an information
letter ("Information Letter") on 11
November 2015 regarding implementation of the Communiqué on
Commercial Books, which has been published in the Official Gazette
on 19 December 2012 by the Ministry of Customs and Commerce as well
as the Ministry of Finance
Communiqué outlines procedures for merchants and
cooperatives regarding commercial books, including registration
periods and form, as well as procedures for notarial attestations
related to opening, renewing and closing commercial books. The
Information Letter clarifies issues which have caused practical
Clarifications outlined in the Information Letter include:
In limited companies, resolutions
regarding company management which are adopted by the board of
directors can be recorded in the shareholders' meeting and
negotiation book, as well as in a separate book kept for board of
directors' resolutions. If a separate board of directors'
resolution book is kept:
It will be subject to provisions
applicable to board of directors' resolution books for joint
stock companies, including the matters related to notarial
attestations for opening and closing.
Board of directors' resolutions
cannot also be recorded in the shareholders' meeting and
If share ledgers and
shareholders' meeting and negotiation books contain a
sufficient number of sheets, they can be used in the following
accounting period, without a notarial attestation for opening.
If board of directors' resolution
books, general journals, stock books and general ledgers have a
sufficient number of sheets, they may be used in the following
accounting period, provided a notarial attestation for their
renewal is made during the first month of the new accounting
Various clarifications are made
regarding commercial registry certificates
A Certificate is required during the
incorporation process for notarial attestation for opening
commercial books kept by companies. Notarial attestation to open
commercial books kept by real person and legal entity merchants
(other than companies) does not require a Certificate.
For notarial attestation to open
accounting periods following the company's initial
incorporation, a Certificate is required for companies, real
persons and legal entity merchants.
A back-dated Certificate can be used
if there is no change to the Certificate's information.
A Certificate must be presented to
renew commercial books.
If commercial books kept by merchants
are lost during the legislatively required retention period (due to
disasters such as fire, flood, earthquake or theft), merchants can
request a certificate of loss. The request must be made to the
competent court located at the company headquarters, within 15 days
of discovering the loss.
Commercial books subject to notarial
attestation for closing which do not receive the attestation by the
legal deadline can receive the necessary attestation until the end
of the same year. Notaries performing the attestation in this
manner bear no liability. The same principle also applies to
notarial attestations for renewals and openings which could not be
performed within the legal period.
In principle, it is not possible to
notarize commercial books for previous years. However, notarization
can be performed for the preceding year where less than one month
has elapsed after the start of operations in the previous year, or
the notarization deadline for additional books.
Without prejudice to administrative
penalties indicated in the Turkish Commercial Code, a board of
directors' resolution book which was not notarized for renewal
in the preceding year, but has been used by the company since then,
can be notarized in the current year.
If a share ledger has never been kept
before, a new share ledger can be formed by obtaining the written
statement and a notarial attestation for opening.
Information on the amount of
subscribed and paid in share capital which will be written in the
book for its opening will be written according to the statement of
the concerned, without requiring relevant documentation.
Please see this link for the full text of the Information
Letter (only available in Turkish).
Information first published in the MA | Gazette, a fortnightly legal update
newsletter produced by Moroğlu Arseven
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
In a recently released milestone decision, the Swiss Federal Supreme Court held, for the very first time, that the duty of financial intermediaries to report suspicions of money laundering...
Some comments from our readers… “The articles are extremely timely and highly applicable” “I often find critical information not available elsewhere” “As in-house counsel, Mondaq’s service is of great value”
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).