In Turkish Commercial Law The System Of Keeping Non-Accounting Corporate Books Electronically

1. Introduction

Radical steps have long been taken in the Turkish commercial landscape to increase transparency, reduce bureaucratic hurdles, and integrate digital transformation with corporate governance principles. The Turkish Commercial Code No. 6102 (TCC) historically regulated the maintenance, notary certification, and retention of corporate books within a traditional, physical framework. However, advancing technological capabilities and integrated e-government solutions have made it necessary to digitalize corporate books that contain administrative and structural decisions, alongside accounting records. In this regard, the milestone regulation governing the creation, retention, storage, and submission of corporate books in electronic format the "Communiqué on Keeping Non-Accounting Corporate Books Electronically" (“Communiqué”) entered into force on July 1, 2025. This framework is generally referred to as the Electronic Corporate Books System (ETDS).

2. Mandatory vs. Voluntary Regime

The Communiqué introduces a gradual and categorical transition mechanism based on the type of company and its incorporation date. Under Article 5 of the Communiqué, transition requirements are classified as follows:

- Joint-Stock Companies Subject to Ministry Permission: Joint-stock companies whose incorporation and articles of association amendments are subject to the permission of the Ministry of Trade (e.g., banks, financial leasing companies, factoring companies, holding companies, foreign exchange offices, public warehousing companies, etc.) are mandatorily required to transition to this system as of July 1, 2025.

- Other Existing Companies: Existing limited liability companies and joint-stock companies that do not fall under the aforementioned category are initially exempt from the mandatory rule; the system remains optional (voluntary) for them.

- Companies to be Established After January 1, 2026: To fully entrench digitalization, it has been made strictly mandatory for all companies to be established on or after January 1, 2026, to utilize this electronic system, without any distinction between joint-stock and limited liability companies.

Pursuant to the provisions of the Communiqué, all companies registered with the Trade Registry on or after January 1, 2026, are obliged to maintain their share ledger (pay defteri) and general assembly minutes book (genel kurul toplantı ve müzakere defteri) within the ETDS platform. Conversely, keeping the board of directors' resolution book (or the board of managers' resolution book in limited liability companies) in electronic format remains optional and is left entirely to the discretion and free will of the companies.

3. Core Principles of the System and the Rule of Irreversibility

One of the most critical legal principles governing companies transitioning to the ETDS framework is the "irreversibility" rule. In accordance with the Communiqué article 5/3 companies that begin keeping their books electronically cannot revert to physical books under any circumstances (including system failures, shareholder disputes, or changes in company type). This rule aims to protect data integrity and ensure complete traceability within the corporate system.

Furthermore, one of the greatest operational conveniences brought about by digitalization is found in the approval mechanisms. Corporate books kept electronically do not require the opening and closing notary certifications (tasdik/onay) traditionally demanded for physical books. This relieves companies of the heavy administrative burden and the recurring notary expenses faced at the beginning and end of each fiscal year.

4. Operational Advantages and Trade Registry Practices

Resolutions that are uploaded to or directly generated within the electronic system can be printed with barcodes and verification codes. From a legal standpoint, these barcoded copies possess full evidentiary weight and can be submitted before all government entities and third parties just like notary-certified documents, without requiring any additional verification.

The most practical reflection of this rule is observed in registration proceedings before the Trade Registry Directorates. Once a company adopts the ETDS, it is no longer required to obtain notary certification for board of directors or general assembly resolutions that are submitted for registration. This provides companies with operational speed (time efficiency) and financial benefits by eliminating notary public fees and expenses.

Indeed, the information provided to us by the Istanbul Chamber of Commerce to confirm the practical validity of this matter also corroborates this.

5. Transition from Physical to Electronic Books and Authorization Procedures

Companies currently using physical books that must switch to the electronic platform—either voluntarily or due to legal obligations—must follow a specific statutory procedure. During the transition phase, the existing physical books must be brought to the relevant notary public to perform a closing certification (kapanış tasdiki), and an explicit annotation stating "transitioned to the electronic system" must be inscribed onto the book. No legally binding electronic entries can be generated before this transition procedure is completed.

System security and data privacy are heavily guarded through corporate authorization protocols. Company executives (managers or board members) must log into the system via the e-government infrastructure to grant specific operational permissions to independent professionals or corporate employees. There are 4 distinct authorization types defined within the platform:

1. Save (Kaydetme): The authority to enter new resolution details or share transfer records.
2. View (Görüntüleme): The authority to review book records and historical corporate decisions.
3. Delete (Silme): The authority to remove draft data within legal parameters before final submission.
4. Update (Güncelleme): The authority to modify existing active drafts and data sets.

Depending on the nature of the corporate hierarchy and internal division of labor, corporate management may grant all of these powers to a single individual, or segregate them by giving, for instance, a 'view-only' permission to external auditors and 'save/update' permissions to the corporate counsel.

6. Conclusion

The corporate e-book application, which entered into force on July 1, 2025, represents a radical reform aligned with the needs of the digital age within the framework of Turkish Commercial Law. While the system significantly drives down operational costs for enterprises, it optimizes commercial velocity by minimizing notary bureaucracy. To ensure full legal compliance and security, it is highly crucial for companies to correctly configure their internal authorization mechanisms and impeccably execute physical book closing processes.

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.