The Communiqué on Keeping Commercial Books Not Related to the Accounting of the Business in Electronic Format (the “Communiqué”), published in the Official Gazette dated 4 February 2025 and numbered 32813, will enter into force on 1 July 2025.

With the Communiqué, it has been made mandatory for:

1. Companies whose establishment and articles of association amendments are subject to the approval of the Ministry of Trade (the “Ministry”), i.e. Banks, financial leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, holding companies established as joint stock companies, companies operating currency exchange offices, companies engaged in public warehousing, licensed warehousing companies for agricultural products, product specialized stock exchange companies, independent audit firms, inspection companies, technology development zone management companies, companies subject to the Capital Markets Law, and companies that are founders and operators of free zones, and
2. Companies that are not subject to the Ministry’s approval but will be registered with the trade registry as of 1 January 2026

to keep their share ledger (in Turkish, “pay defteri”), board of directors’ resolution book (in Turkish, “Yönetim Kurulu karar defteri”), board of managers’ resolution book (in Turkish, “Müdürler kurulu karar defteri”), and general assembly meeting and negotiation book (in Turkish, “Genel kurul toplantı ve müzakere defteri”) in electronic format, provided these books are not related to the company’s accounting.

Additionally, the Ministry of Trade made an announcement on its website on 17 June 2025 by revealing the following information regarding the E-ledger System for Commercial Books (in Turkish, “Elektronik Ticari Defter Sistemi, “ETDS“) which will be available at www.etds.ticaret.gov.tr as from 1 July 2025:

• ETDS in 100 Questions (in Turkish, “100 soruda Elektronik Ticari Defter Sistemi” guidance document), and 27 June 2025
• “ETDS Roadmap” (in Turkish, “ETDS Yol Haritası”) for the implementation of the Communiqué.

To use the authorizations specified in the ETDS, companies must, within two months at the latest as of 1 July 2025, attest the closing of the current physical books and ascertain the ETDS User (in Turkish, “Sistem Kullanıcısı”) to be authorized to keep the Books in electronic form by way of passing a decision in accordance with the format provided in the annex of the Communiqué. Following the submission to the notary of the resolution and the Books kept physically, the closing of the Books and the ETDS User identification will be carried out by the notary and transmitted to the ETDS. The Books will then become active in the ETDS.

There will also be a special login section for foreign nationals who are appointed as the ETDS Users to access the ETDS.

For companies whose establishment is subject to Ministry permission and those will be registered with the Trade Registry as from 1 January 2026, the ETDS User identification will be completed either during the preparation of the Articles of Association in MERSIS or by submitting the relevant identification form during incorporation application. Other companies may opt to keep these Books electronically on a voluntary basis.

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