Mandatory Electronic Bookkeeping: A New Era Begins for Companies!

Introduction

The Ministry of Trade and the Ministry of Treasury and Finance published the Communiqué on the Keeping of Commercial Books Unrelated to Business Accounting in Electronic Environment (“Communiqué”) which marks a significant step in the digitalization of corporate record-keeping. Effective as of July 1, 2025, the Communiqué requires certain commercial companies to maintain their share ledger, board of directors’ resolution book, board of managers’ resolution book, and general assembly meeting and negotiation book in electronic form. This regulation aims to enhance the security, accessibility, and transparency of corporate records.

Who is Obliged to Maintain Electronic Books?

Pursuant to the Communiqué, the following companies are required to keep their commercial books in electronic format:

1. Companies registered in the trade registry on or after January 1, 2026.
2. Certain joint stock companies subject to ministerial approval: Banks, financial leasing companies, factoring companies, consumer financing and card service companies, asset management companies, insurance companies, holding companies established as joint stock companies, companies subject to the Capital Markets Law, foreign exchange offices, public warehousing companies, agricultural licensed warehousing companies, commodity exchange companies, independent audit firms, supervision companies, technology development zone management companies, free zone founder and operator companies.

Companies not covered by these categories may opt for electronic record-keeping voluntarily. However, once a company transitions to electronic books, reverting to physical records is not permitted.

Transition to Electronic Books: What Should Companies Do?

Companies that are required to maintain electronic books from their establishment will have their books automatically created and activated in the system upon their registration with the trade registry.

Companies currently maintaining physical books and required to transition to electronic books must obtain notarial closing approval for their physical books within two months from the date their obligation arises.

Transition to Electronic Books: Are All Books Included?

Article 5 of the Communiqué uses the term “books” for companies required to transition to electronic books, while it explicitly states “all books” for companies opting for voluntary transition. In this context, since the Communiqué clearly mandates that voluntarily transitioning companies must keep all their books electronically, the same rule can be interpreted as applicable to companies with a mandatory transition requirement. Therefore, it is possible to conclude that companies transitioning to electronic books cannot maintain only certain records electronically; instead, all books must be kept in electronic format.

Authorization and User Management: Who Can Access the System?

Authorization to perform transactions on electronic books and in the system will be granted by the company’s management body, management body elected by the managing shareholders, managing shareholders or third parties. Companies are required to regularly monitor user activities and take necessary measures to prevent unauthorized transactions.

Electronic Decision Processes: How Will Board and General Assembly Resolutions Be Taken?

Board of directors and board of managers’ resolutions will be uploaded to the electronic book system by the system user, while companies utilizing the Electronic Meeting System may directly transfer decisions through the Ministry of Trade’s integration or the Electronic Meeting System itself. General assembly meeting minutes and related annexes will also be recorded in the system in a similar manner. No opening or closing approval will be required for books maintained in electronic format.

Electronic Share Ledger: How Will Shareholding Records Be Maintained?

For companies required to maintain their share ledger electronically from their establishment, the initial records will be created by transferring the relevant information from the company’s articles of association to the system via MERSİS. Companies that previously kept physical share ledgers must transfer their updated records to the electronic system.

Share transfers, pledges, usufruct rights, precautionary measures, liens, and other encumbrances will be recorded in the system. In cases where a transfer requires company approval or administrative authorization, the relevant corporate resolution or approval details must also be entered into the system.

Storage, Access, and Audit of Electronic Books: How Are Records Secured?

Electronic books will be securely stored within the system managed by the Ministry of Trade and will be recorded in an unalterable manner. Access to these records will be restricted to authorized users; however, relevant authorities may have access rights to electronic books. Companies will be able to download and store electronic book files in designated formats. All transactions within the system will be timestamped, preventing any retrospective modifications. However, physical decision minutes and other related documents supporting the records must be retained for submission when required. When electronic books need to be examined or submitted, the system user will be able to generate verifiable records and provide them to the relevant authorities. In this process, records that can be verified through the system will be considered as authentic copies.

Legal Responsibilities: Who Is Liable?

Under the Communiqué, members of the company’s management body and executives will be held liable for the accuracy of records maintained in electronic books, as well as for any damages resulting from discrepancies between records. The Ministry of Trade is responsible for the operation of the system but has no obligation to verify the accuracy of the content. Therefore, ensuring that electronic books are properly maintained in compliance with legal requirements remains the sole responsibility of the company’s management.

Conclusion: Uncertainties and Compliance in the Transition to Electronic Books

The transition to electronic books aims to make companies’ bookkeeping processes more secure, accessible, and auditable. However, certain practical aspects remain unclear in the Communiqué. For example, it is not explicitly regulated how physical decision minutes and related documents should be stored, how the signature of the relevant decisions will be obtained or the procedures to be pursued with respect to the resolutions that require certification from notary publics. For this reason, it is crucial to follow the secondary regulations expected to be issued and the Ministry’s forthcoming guidelines.