New Developments
The Communiqué on Keeping Commercial Books Not Related to the Accounting of the Business in Electronic Form (“Communiqué“), published in the Official Gazette dated 14 February 2025 and numbered 32813, will enter into force on 1 July 2025.
As per the Communiqué, it has become mandatory for 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 foreign exchange kiosks, companies engaged in public retailing, licensed warehousing companies for agricultural products, commodity specialization exchange companies, independent audit companies, surveillance companies, technology development zone management companies, companies subject to the Capital Markets Law and free zone founder and operator companies whose incorporation and amendment of articles of association are subject to the permission of the Ministry of Trade (“Ministry”), and companies that are not subject to the permission of the Ministry and whose establishment will be registered with the Trade Registry as of 1 January 2026, to keep in electronic form the share ledger, board of directors’ resolution book, board of managers’ resolution book, and general assembly meeting and negotiation book (“Books“) that are not related to the accounting of the business. Other companies will be able to keep the Books electronically on a voluntary basis. For detailed information on the subject, you can access our Legal Alert titled “New Era for Electronic Keeping of Commercial Books Not Related to the Accounting of the Business” here.
With the announcement published on its website on 17 June 2025 (“Announcement”), the Ministry shared with the public the information regarding the launch of the Electronic Commercial Ledger System (“ETDS“), the “ETDS in 100 Questions” guidance document and the “ETDS Roadmap” for the implementation of the Communiqué.
What Amendments does the Decision Introduce?
The Ministry stated in the Announcement that the ETDS, which was developed in order to carry out the transactions regarding the creation, keeping, storage and submission of the Books within the scope of the Communiqué in electronic form, will be operational at “etds.ticaret.gov.tr” as of 1 July 2025. Individuals who will be authorized by the companies to keep the Books in electronic form (“ETDS User“) will be able to create, view, make changes and delete records in the Books in the ETDS. In addition, third parties, institutions and organizations will be able to verify the decisions or documents in the ETDS with the QR code and verification code generated by the ETDS. It will be possible for the ETDS User to log in to the ETDS via electronic signature, mobile signature or internet banking. There will be a separate area to allow foreign national ETDS Users to log in through the ETDS.
To use the authorizations specified in the ETDS, companies must, within two months at the latest as of 1 July 2025, i.e., when the Communiqué will enter into force, approve the closing of the existing physical books and identify the ETDS User to be authorized to keep the Books in electronic form by adopting a decision in accordance with the sample 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 automatically become active in the ETDS.
For companies whose establishment is not subject to Ministry approval and which will be registered with the Trade Registry as of 1 January 2026, ETDS User identification will be carried out either during the preparation of the articles of association in MERSIS or by submitting the relevant identification form during establishment application.
The Guide provides clear answers to many questions about the system’s operation and comprehensively addresses topics such as available operations, authorization processes, user responsibilities, and the fate of physical books.
The Roadmap clearly and systematically outlines which companies are required to keep their Books electronically, along with the steps to follow during the transition to the ETDS.
Conclusion
The Ministry has established the integration procedures for keeping Books electronically and clarified the steps of the process.
Within the framework of the Communiqué, companies that will start to keep their Books in the ETDS, whether mandatorily or voluntarily, should review the guidance document and the ETDS Roadmap and plan the necessary steps accordingly.
