I. INTRODUCTION
The Electronic Commercial Ledger System (the "ETDS") entered into force with the "Communiqué on Keeping Commercial Books Not Related to the Accounting of the Business in Electronic Form" (the "Communiqué") published in the Official Gazette dated 14/02/2025 and numbered 32813. You can also find the scope of this regulation and our detailed assessments in our article titled "Digital Transformation in Commercial Ledgers: New Steps in Legislation for Business," published on 17/02/2025.
In recent days, with the "Communiqué on Amendments to the Communiqué on Keeping Commercial Books Not Related to the Accounting of the Business in Electronic Form" (the "Amendment Communiqué") published in the Official Gazette dated 20/09/2025 and numbered 33033, a number of amendments have been made to the aforementioned Communiqué; within this framework, companies' board of directors' decision ledger has been removed from the scope of mandatory ledgers to be kept in electronic form.
II. FUNDAMENTAL PRINCIPLE
1. What Ledgers Are Companies Required to Maintain Electronically Under ETDS Following the Amendment Communiqué?
The amendments made to Article five titled "keeping ledgers in electronic form" in the Amendment Communiqué stipulate that, instead of keeping all ledgers in electronic form, companies are only required to keep the share ledger and the general assembly meeting and negotiation ledger in electronic form. Thus, the board of directors' decision ledger has been removed from this scope and the keeping of the board of directors' decision ledger in physical form has been permitted.
2. What Steps Should Companies Take for Ledgers Required to Be Kept Electronically?
For the share ledger and the general assembly meeting and negotiation ledger, which are subject to the obligation, companies must first adopt a resolution in accordance with the example in Annex 1 of the Communiqué; within six months from the date the obligation arises, they must apply to a notary with this resolution, obtain closing approval of any existing physical ledgers, and simultaneously complete the ETDS opening procedures. After this stage, the ledgers within the scope are kept continuously in electronic form; physical and electronic ledgers cannot be used simultaneously. You can find comprehensive explanations about this process in our article.
3. Is It Possible for Companies That Have Started Keeping Their Board of Directors' Decision Ledger Electronically to Revert to the Old System?
The Amendment Communiqué also allows companies that keep their board of directors' decision ledger electronically to revert to a physical ledger. This process will be completed by taking a board of directors' resolution and submitting it to the Ministry, closing the relevant ledger on ETDS upon application, and obtaining the opening approval from a notary based on the document issued by the Ministry. In this context, companies that have transferred their board of directors' decision ledger to the electronic commercial ledger system must submit their decision to switch back to physical ledgers to the Ministry by 1/1/2026, at the latest.
You can access the Amendment Communiqué via this link.
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.
