Electronic Commercial Books System (ETDS)
1. Introduction
The Communiqué on Keeping Commercial Books Not Related to the Accounting of the Business in Electronic Environment (“Communiqué”) was first published in the Official Gazette dated 14 February 2025 and numbered 32812 and entered into force on 1 July 2025.
The Communiqué Amending the Communiqué (“First Amending Communiqué”) was published in the Official Gazette dated 14 August 2025 and numbered 32986 and entered into force on the date of its publication. Following this, another Communiqué Amending the Communiqué (“Second Amending Communiqué”) was published in the Official Gazette dated 20 September 2025 and numbered 33023 and entered into force on the date of its publication.
The purpose of the Communiqué is to regulate the determination of commercial companies that are obliged to keep their commercial books in electronic form, the creation, keeping, storage and submission of such books in electronic environment, as well as the procedures and principles regarding the operation of the Electronic Commercial Books System (“ETDS”) through which these processes will be carried out.
2. Companies Obliged to Keep Their Books in Electronic Form under the Communiqué
Obliged Companies.
a) Companies whose incorporation is registered with the trade registry as of 01/01/2026,
b) Companies whose incorporation and amendments to their articles of association are subject to permission, namely: banks, financial leasing companies, factoring companies, financing companies, consumer finance and card services companies, asset management companies, insurance companies, holding companies, foreign exchange offices, companies engaged in general warehousing, licensed warehousing companies for agricultural products, commodity specialized exchange companies, independent audit companies, surveillance companies, technology development zone management companies, free zone founder and operator companies, and companies subject to the Capital Markets Law.
Optional Use. Companies incorporated before 01/01/2026 that do not fall within the categories listed above are not obliged to keep their books in electronic form. However, such companies may voluntarily keep their books electronically. Companies that voluntarily transition to ETDS are required to keep their share ledger and general assembly meeting and negotiation book in electronic form.
Exemption. Pursuant to the First Amending Communiqué, companies operating in the defense industry that are directly or indirectly affiliated with or subsidiaries/participations of the Presidency of Defence Industries and the Turkish Armed Forces Foundation, companies holding an EYDEP A Certificate under the Industrial Competency Assessment Program, and companies that are main contractors of Presidency of Defence Industries projects are exempt from the ETDS obligation; such companies may continue to keep their books in physical form.
3. Books to Be Kept Electronically under the Communiqué
i. Share ledger and
ii. General assembly meeting and negotiation book.
4. Application to ETDS and Creation of Books in ETDS
a) For companies that will keep their books electronically from their incorporation as of 01/01/2026, the books shall be created and activated in ETDS simultaneously with the registration of the company with the trade registry.
b) Companies that were keeping physical books but have become subject to the obligation to keep electronic books under the Communiqué must apply to a notary public and obtain the closing approval of their physical books within six months at the latest from the date the obligation arises (by 01/01/2026).
c) Companies wishing to voluntarily keep their books electronically shall, based on a resolution to be adopted in accordance with the Communiqué, apply to a notary public within the relevant fiscal period and obtain the closing approval of their physical books.
d) For companies transitioning to ETDS either mandatorily or voluntarily (excluding companies incorporated as of 01/01/2026), the books shall be created and activated in ETDS once the notary public registers the user information and book closing information in ETDS. For companies incorporated as of 01/01/2026, paragraph 4(a) above shall apply.
5. ETDS User
Companies that will create their books in ETDS under the Communiqué shall designate one or more ETDS users among members of the management body, managing partners, or third parties. The ETDS user shall be designated through a form approved by all members of the company’s management body or managing partners and registered in Mersis.
6. Consequences of ETDS
a) Companies that start keeping their books electronically pursuant to the Communiqué may not revert to keeping such books in physical form for any reason whatsoever. The exception to this rule is set out under Article 7(e) of this bulletin in accordance with the Communiqué.
b) Books kept electronically in compliance with the procedures and principles set out in the Communiqué shall be deemed valid statutory books.
c) No notarial opening or closing approval shall be required for books kept via ETDS under the Communiqué.
d) Pursuant to the circular of the General Directorate of Internal Trade of the Ministry of Trade dated 28/07/2025 and numbered (E-50035491-431.04-00111808832), no additional notarization shall be required for the corporate body resolutions to be submitted to the trade registry directorates by companies that have started keeping their books via ETDS under the Communiqué.
7. Matters to Be Considered Regarding ETDS
a) Companies are obliged to regularly monitor the transactions carried out by the user on ETDS and to take the necessary measures to prevent unauthorized transactions.
b) Access to records contained in the books on ETDS may only be granted to persons authorized by the company. The access rights of authorities authorized under relevant legislation shall be reserved.
c) Physical resolution minutes forming the basis of records in the books on ETDS, as well as other relevant documents, must be preserved for submission upon request.
d) Article 553 of the Turkish Commercial Code shall apply with respect to the liability of members of the management body and managers for the accuracy of records made in the ETDS and for any damages that may arise due to discrepancies between records.
e) For companies that had started keeping their board of directors’ resolution book electronically prior to the amendment introduced by the Second Amending Communiqué, if they wish to revert to keeping the board of directors’ resolution book in physical form and submit the relevant board resolution to the Ministry of Trade by 01/01/2026, such books shall be closed in ETDS, and the opening approval of the physical board of directors’ resolution book shall be performed by a notary public based on the document issued by the Ministry of Trade.
8. Conclusion
As of 1 July 2025, the effective date of the Communiqué, companies obliged to keep their books electronically under the Communiqué must complete their ETDS registration no later than 1 January 2026.
Accordingly, as of 1 January 2026, both (i) the companies listed under Article 2 of this bulletin (if they were incorporated prior to 1 July 2025 but have not yet transitioned to ETDS), and (ii) all companies to be newly incorporated as of 1 January 2026 (except those exempted as explained in Section 2 above), are required to transition to ETDS and keep their share ledger and general assembly meeting and negotiation book electronically. Keeping the board of directors’ resolution book/ managers’ resolution book electronically is not mandatory for these companies; it may be done on a voluntary basis. However, the board of directors’ resolution books kept by banks, asset management companies, and financial leasing, factoring, financing and savings finance companies that are subject to the supervision and audit of the Banking Regulation and Supervision Agency fall outside the scope of the Communiqué and cannot be kept via ETDS.
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ÖZEL Attorneys-at-Law
This bulletin has been prepared on 30/12/2025 in order to share the legal developments in Turkish law. It does not include any legal advice nor guidance; for general information only