Commercial books are where Turkish corporate housekeeping most often fails an investor’s due diligence. The e-Ledger certificates were uploaded late; the board resolution book was certified late; the share ledger was never updated after the seed round; the general assembly minutes book is a folder of loose printouts. None of this stops the business, but each is an administrative offence under Article 562 of the Turkish Commercial Code No. 6102 (TCC), each weakens the evidential value of the books in a dispute, and an unrecorded share transfer is unenforceable against the company. The rules have also moved recently: companies incorporated from 1 January 2026 must keep their share ledger and general assembly minutes book electronically in the Ministry of Trade’s system, all companies keeping books on the balance-sheet basis, which means every capital company, keep their journal and general ledger as e-Ledgers with monthly certificates instead of notary stamps, and the retention period is ten years under the Code although the tax law says five. This article sets out which books a company must keep, the certification calendar and who certifies, the e-Ledger regime, the new electronic corporate books, how entries must be made and corrected, how long everything is kept and the consequences of getting it wrong. It complements our articles on share certificates and independent audit.
Which books: accounting books and corporate books
Article 64(1) obliges every merchant to keep commercial books that clearly show its commercial transactions, its economic and financial position, its debts and receivables and the results of each accounting period, in a way that lets an outside expert form a view of the business within a reasonable time, and Article 64(2) requires copies of every document sent in connection with the business to be kept in written, visual or electronic form. Article 64(3) names the accounting books: the journal (yevmiye defteri), the general ledger (defteri kebir) and the inventory book (envanter defteri). Article 64(4) adds that books unrelated to accounting are commercial books too, and names the share ledger (pay defteri), the board resolution book (yönetim kurulu karar defteri) and the general assembly meeting and negotiation book (genel kurul toplantı ve müzakere defteri); the same paragraph, as amended by Law No. 7262 in 2020, empowers the Ministry of Trade to make electronic keeping of those three books compulsory, which it has now done in part. Limited companies may either record the managers’ decisions in the general assembly book or keep a separate managers’ resolution book, which then follows the board resolution book rules including certification; the Communiqué on Commercial Books of 19 December 2012 governs the details for physical books. Article 64(5) ties the whole system to the Tax Procedure Law No. 213: merchants must comply with its rules on book-keeping and timing of entries, and the Code’s accounting provisions do not prevent the determination of the tax base under the tax laws, which is why a Turkish company keeps one set of books that serves both purposes, with Uniform Chart of Accounts entries feeding both the corporate tax return and the Code’s financial statements.
Opening and closing certifications: the calendar
Physical books are certified by a notary or, at incorporation, by the trade registry. Because the journal and general ledger of every capital company are now kept as e-Ledgers (see the next section), this calendar matters in practice for the inventory book, for a board resolution book kept on paper and for the books of periods before 2025. Under Article 64(3) the opening certification of the journal, general ledger, inventory book and the corporate books is made at incorporation and before the books are first used; for the following accounting periods the opening certification is made by the end of the month preceding the first month of the period in which the book will be used, in practice by 31 December for calendar-year companies. Since Law No. 7099 of 2018 the opening certifications at the registration of a joint-stock or limited company are made by the trade registry directorate rather than a notary, and where a notary certifies, it must see the trade registry certificate. The share ledger and the general assembly book may continue to be used in later periods without a new opening certification as long as they have enough pages; the board resolution book, journal, inventory book and general ledger may likewise be continued if they have enough pages, but only by a renewal certification within the first month of the new period (Article 16 of the Communiqué). Closing certifications apply to two books only: the journal must be closed at the notary by the end of the sixth month of the following period (30 June for calendar-year companies), and the board resolution book by the end of the first month of the following period (31 January), the notary writing “seen” under the last entry (Articles 15 and 17 of the Communiqué). The general ledger, inventory book, share ledger and general assembly book have no closing certification. Books kept electronically need no notary or registry certification at opening, and no closing certification for the journal and board resolution book (Article 64(3), last sentences). Missing a certification is one of the offences in Article 562(1)(c); the notary will still certify late, but the book’s evidential value under Article 83 and following, and the tax law’s rules on unlawful books, are affected.
e-Ledger: who must, and how it replaces the notary
The Revenue Administration’s General Communiqué on Electronic Ledgers (Serial No. 1, Official Gazette 13 December 2011, as amended in 2019 and 2024) allows, and for three groups requires, the journal and general ledger to be kept as e-Ledgers. Under section 3.2 the obligation covers taxpayers required to join the e-Invoice system, companies subject to independent audit under Article 397(4) of the Code and, since the 2024 amendment, every taxpayer keeping books on the balance-sheet basis from 1 January 2025 (and a new business from its start), which brings in every joint-stock and limited company; audited companies that were not already in the system join from the beginning of the year following the year in which the audit conditions are met. e-Ledger files are created monthly in the published format and a certificate (berat) is uploaded to the Administration’s system within the periods set in section 4.3.4 (for companies, by the 14th day of the fourth month following the relevant month); under section 4.3.3 the certificate for the first month of the period replaces the opening certification and the certificate for the last month replaces the closing certification, the other months’ certificates replacing notary certification for those months. A company that joins e-Ledger therefore stops visiting the notary for its journal and general ledger, but must respect the monthly upload deadlines strictly, since a missing or late certificate is treated as a failure to keep the book under the Tax Procedure Law. The share ledger and the corporate books are outside e-Ledger; the inventory book may since 2025 be kept as an e-Ledger at the taxpayer’s option and otherwise remains physical, and the corporate books have their own electronic system, described next.
The electronic share ledger and corporate books from 2026
The Ministry of Trade’s Communiqué on Keeping Commercial Books Not Related to the Enterprise’s Accounting in Electronic Form (Official Gazette 14 February 2025, No. 32813, in force 1 July 2025, amended 14 August and 20 September 2025) created the Ministry’s electronic ledger system for the share ledger, the board and managers’ resolution books and the general assembly book. Under Article 5(1) two groups must keep their share ledger and general assembly book in the system: companies whose incorporation is registered on or after 1 January 2026, and the joint-stock companies whose incorporation and articles amendments require Ministry permission under the 2012 communiqué on minimum capital, such as banks, financial leasing and insurance companies and other regulated entities. Other companies may opt in (Article 5(2)); a company that opts in must keep at least the share ledger and general assembly book electronically, and under Article 5(3) a company that has moved to electronic books may never return to physical ones, whatever the reason. The board resolution book was made optional by the September 2025 amendment, and companies that had already moved it online could revert by submitting a board resolution to the Ministry by 1 January 2026 (Provisional Article 2). Books kept in the system are valid statutory books and need no opening or closing certification (Article 5(4)–(5)); defence-industry companies certified by the Defence Industry Agency are exempt (Article 5(6)). For a new company the books are created in the system at registration, the initial shareholder entries are populated from MERSİS, and a system user appointed by the board records later transfers, pledges, usufructs and attachments (Articles 6 and 9–10); board resolutions and general assembly minutes are uploaded by the user or transferred from the electronic meeting system under Article 1527. The practical point for a startup incorporated in 2026 is that its cap table now lives in a Ministry system that every share transfer, pledge and vesting release must be entered into by the authorised user, that the physical minutes and transfer documents supporting each entry must still be kept for production on request (Article 12(3)), and that the system’s records are what a court will look at when asked who the shareholders are.
Entries, language, corrections and the inventory
Article 65 sets the form. Books and other required records are kept in Turkish; abbreviations, figures, letters and symbols must have their meanings clearly stated (Article 65(1)); entries must be complete, correct, timely and orderly (Article 65(2)); an entry may not be struck out or altered so that its original content cannot be determined, and alterations whose timing cannot be established are prohibited (Article 65(3)); and books may be kept by filing the underlying documents or on data carriers, provided that electronically kept information remains accessible and readable throughout the retention period (Article 65(4)). Article 66 requires an inventory at the opening of the business and at the end of every accounting period, listing immovables, receivables, debts, cash and other assets with their values item by item, and an accounting period may not exceed twelve months; Article 66(3) allows regularly replaced fixed assets and materials of secondary value to be carried at a fixed quantity and value, with a physical count required as a rule every three years, and Article 67 permits sampling and statistical methods consistent with the Turkish Accounting Standards and dispenses with a physical count in defined cases. Articles 68 to 71 require an opening balance sheet, a year-end balance sheet and an income statement in Turkish and in Turkish lira, dated and signed by the merchant, prepared in accordance with the Turkish Accounting Standards; for companies outside the scope of TFRS and BOBİ FRS the Public Oversight Authority’s decisions allow the existing accounting legislation, in practice the Uniform Chart of Accounts, to be applied, as noted in our audit article.
Retention: ten years, and what to keep
Article 82(1) requires every merchant to keep, in a classified manner, its commercial books, inventories, opening and interim balance sheets, financial statements, annual reports and group financial statements and reports together with the working instructions and organisational documents that make them understandable; the commercial letters received; copies of the commercial letters sent; and the documents on which the entries under Article 64(1) are based. Commercial letters are all correspondence relating to a commercial matter (Article 82(2)). Everything except the opening and interim balance sheets and the financial statements may be kept on image or data carriers, provided the reproduction matches the original in content and the records remain accessible and readable throughout the period (Article 82(3)–(4)). Under Article 82(5) the retention period is ten years, and under Article 82(6) it starts at the end of the calendar year in which the last entry was made, the inventory drawn up, the balance sheet or statements prepared, the correspondence exchanged or the accounting document created. The Tax Procedure Law sets five years for tax purposes (Article 253), so the Code’s ten years is the operative period for a Turkish company. Where books and documents are lost within the period through disaster or theft, Article 82(7) allows the merchant to apply to the competent court within thirty days of learning of the loss for a certificate of loss (zayi belgesi), in ex parte proceedings; without it, the merchant is treated as if it had failed to keep the books. Article 82(8) extends the duty to a deceased merchant’s heirs and to a merchant who ceases trading, and where a legal person has ended the books are kept by the civil court of peace for ten years, which is why liquidators hand the books over at deregistration, as noted in closing a startup.
Consequences
Article 562(1) imposes an administrative fine on those who fail to keep books as Article 64(1) requires, fail to keep the document copies under Article 64(2), fail to obtain the certifications under Article 64(3), keep books contrary to Article 65, draw up the inventory contrary to Article 66 or fail to produce documents under Article 86; the amount, revalued annually, is 88,997 Turkish lira for 2026 under the Ministry of Trade’s communiqué of 17 December 2025. Beyond the fine, Articles 83 to 86 govern the production and inspection of books in commercial disputes, and books kept in breach of the rules lose their value as evidence in the merchant’s favour under the Code of Civil Procedure’s rules on commercial books; a share transfer not entered in the share ledger under Article 499 is not recognised by the company; and the Tax Procedure Law’s penalties for irregularity and for failure to keep or produce books apply separately. For a startup preparing for a round, the checklist is short: certifications on time, the share ledger current and in the electronic system where required, board resolutions recorded in the book and not only in email, general assembly minutes bound in the book with the attendance list, and a ten-year archive of everything the entries rest on.
We were incorporated in 2025. Do we have to move to the electronic share ledger?
No, unless your company is one of the regulated joint-stock companies whose incorporation needs Ministry permission. You may opt in by a board resolution in the Communiqué’s form, in which case the share ledger and general assembly book must both go electronic and you cannot return to physical books later.
We are on e-Ledger. Do we still visit the notary?
Not for the journal and general ledger, whose monthly certificates replace opening and closing certification. The inventory book (unless you have opted to keep it as an e-Ledger), and the board resolution book if kept physically, still need their notary certifications, and the board resolution book its closing certification by 31 January.
Our accountant says five years is enough. Is it?
For the tax authority, yes (Article 253 of the Tax Procedure Law). For everyone else, no: Article 82(5) of the Commercial Code requires ten years from the end of the year of the last entry, and a company that cannot produce its books in a dispute or a due diligence loses the argument.
Related: book value · share certificates · board meetings and quorum · independent audit.
Sources. Turkish Commercial Code No. 6102 (Articles 64–71, 82–86, 499, 562, 1527); Communiqué on Commercial Books (Official Gazette 19 December 2012, No. 28502); Communiqué on Keeping Commercial Books Not Related to the Enterprise’s Accounting in Electronic Form (Official Gazette 14 February 2025, No. 32813); General Communiqué on Electronic Ledgers (Serial No. 1) (Official Gazette 13 December 2011, No. 28141); Tax Procedure Law No. 213 (Article 253). Statute links open the official Turkish texts on mevzuat.gov.tr.
This article is provided for general information only and does not constitute legal advice. Please seek legal support for an assessment of any specific matter.
