Obligation To Keep Commercial Books In Electronic Format 24 June 2025

What is an Electronic Commercial Book?
 

According to Article 4(1)(c) of the Communiqué, an electronic commercial book refers to a set of electronic records containing the information that must be included in commercial books unrelated to accounting, regardless of formal requirements.
 

The commercial books that are required to be kept electronically are as follows:

• Share Ledger
• Board of Directors Resolution Book
• Board of Managers Resolution Book
• General Assembly Meeting and Negotiation Book
   

Which Companies Are Obliged to Keep Their Books Electronically?
 

Pursuant to Article 5 of the Communiqué, companies whose incorporation is registered with the trade registry as of 1/1/2026, and companies whose incorporation and amendment of articles of association are subject to the permission of the Ministry of Trade, are obliged to keep their books in the Electronic Commercial Ledger System ("ECLS") as of 1/7/2025.
 

The companies whose establishment and amendment of articles of association are subject to the permission of the Ministry of Trade are listed in the first paragraph of Article 5 of the Communiqué on Increase of Capital of Joint Stock and Limited Liability Companies to New Minimum Amounts and Determination of Joint Stock Companies whose Establishment and Amendment of Articles of Association are Subject to Permission, published in the Official Gazette dated 15/11/2012 and numbered 28468. And these are; Banks, financial leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, holding companies established as joint-stock companies, exchange offices, public warehousing companies, licensed agricultural warehousing companies, product specialized stock exchange companies, independent audit firms, inspection companies, technology development zone management companies, companies subject to the Capital Markets Law, and companies operating or founding free zones.
 

When Must Companies Begin Keeping Their Books Electronically?

Companies whose establishment is registered in the trade registry will only be subject to this obligation if their registration takes place on or after 1 January 2026. However, companies whose incorporation and articles of association amendments are subject to the Ministry of Trade's approval must comply with this obligation as of 1 July 2025.

What Should Companies Obliged to Keep Books Electronically Do?

Pursuant to Article 9/1 of the Communiqué, for the companies whose incorporation is registered to the trade registry as of 1/1/2026, a system user will be defined for ECLS during the preparation of the company establishment agreement in MERSIS or a form regarding the definition of the system user will be submitted to the relevant registry directorate during the establishment procedures of the company. Accordingly, the books will be automatically activated in ECLS upon the registration of the establishment of the company.
 

Companies that are already subject to the Ministry of Trade's approval as of 1 July 2025 must apply to a notary within two months from that date to obtain closure approval for their physical books, along with a board resolution prepared in accordance with the example provided in Annex-1 of the Communiqué. For companies that become subject to such approval after 1 July 2025, the same procedure must be completed within two months from the date they fall within the scope of this obligation. During the book closure process, the notary will annotate the physical books, stating that the closure is being carried out for the purpose of transitioning to electronic record-keeping, and will record the date and reference number of the transaction. Subsequently, the notary will enter the user and closure information into the system, and the relevant books will be created and activated in the ECLS.
 

Can Companies Not Covered by the Obligation Keep Books Electronically on a Voluntary Basis?
 

Companies that are not obliged to keep their commercial books in electronic format may do so voluntarily. However, in such cases, all commercial books must be kept in electronic format. Furthermore, once a company voluntarily opts to maintain its books through the ECLS, it may not revert to keeping them in physical format under any circumstances.

Companies that are not obliged to keep their commercial books electronically must first obtain a board resolution prepared in accordance with the example provided in Annex-1 of the Communiqué, regarding the closure of physical books and the designation of a system user. Within the same fiscal year in which the resolution is adopted, the company must visit a notary together with the relevant resolution and the books to be closed. Following this, the notary will approve the closure of the books and define the system user. The closure and user information will then be automatically transmitted to the ETDS, and the company's books will be automatically activated within the system.
 

You can access the Communiqué from the link below:
 

https://www.resmigazete.gov.tr/ eskiler /2025/ 02/20250214-7.htm