Removal of the Obligation to Keep Board of Directors’ and Board of Managers’ Resolution Books Electronically

The Communiqué on Keeping Commercial Books Not Related to the Accounting of the Business in Electronic Form (“ETDS Communiqué”), published in the Official Gazette dated 14 February 2025 and numbered 32813, introduced the obligation to keep the share ledger, the board of directors’ resolution book, the board of managers’ resolution book, and the general assembly meeting and negotiation book of companies registered with the trade registry as of 1 January 2026 and of companies whose incorporation or articles of association amendments are subject to approval in electronic form. With this regulation, companies within the scope of the ETDS Communiqué were required to keep their commercial books through the Electronic Commercial Book System (“ETDS”), aiming to enhance information security and ensure the verifiability of records.

However, in practice, the obligation to keep the board of directors’ resolution book in electronic form led to various discussions among companies. The amendment, which had long been on the agenda, was enacted by the Communiqué Amending the Communiqué on Keeping Commercial Books Not Related to the Accounting of the Business in Electronic Form (“Communiqué”), published in the Official Gazette dated 20 September 2025 and numbered 33023.

Key Amendments:

• The obligation for companies within the scope of the ETDS Communiqué to keep the share ledger and the general assembly meeting and negotiation book electronically has been preserved. Accordingly, companies remain obliged to keep these two books through ETDS. In contrast, the board of directors’ resolution book and the board of managers’ resolution book have been removed from the scope of mandatory electronic books.
• Companies that are currently keeping their board of directors’ resolution books electronically have been granted a transition opportunity. Accordingly, such companies may opt to revert to keeping the board of directors’ resolutions in physical form by submitting their board resolution to the Ministry of Trade no later than 1 January 2026. Upon notification to the Ministry, the relevant book will be closed in the electronic system, and the opening certification of the physical book will be carried out before a notary on the basis of the document issued by the Ministry of Trade.
• For companies that are keeping their books physically but subsequently fall within the scope of the obligation to keep them electronically, the transition period from physical to electronic books has been extended from two months to six months. Accordingly, such companies must apply to a notary within six months from the date the obligation arises to complete the closing certification of their physical books.