With the Communiqué on the Maintenance of Commercial Ledgers Not Related to the Accounting of the Enterprise in Electronic Format, published in the Official Gazette No. 32813, dated February 14, 2025, the obligation to maintain certain commercial ledgers in electronic format has been introduced, while allowing others to transition to this system voluntarily.
The Communiqué covers the share ledger, board of directors' resolution ledger, managers’ resolution ledger, and general assembly meeting and negotiation ledger.
The companies required to maintain these ledgers in electronic format have been determined as follows:
1- Companies established on or after January 1, 2026,
2- Joint-stock companies subject to capital increase or incorporation approval,
3- Companies not subject to mandatory electronic ledger maintenance may voluntarily transition to the electronic ledger system. However, once a company opts for electronic ledgers, reverting to physical ledgers is not permitted.
Key Considerations for Companies
- Once maintained in electronic format, ledgers cannot be reverted to physical format.
- No opening or closing approvals will be required for electronic ledgers.
- Companies that transition to the electronic ledger system must maintain all required ledgers in electronic format.
- Ledgers maintained within the system will be securely stored within the Ministry of Trade’s information system, and only authorized individuals will have access to these records.
- Decisions of the board of directors and general assembly will also be processed electronically.
- Companies subject to mandatory electronic ledger maintenance must, within two months from the date their obligation arises, obtain a notary approval for their transition decision, prepared in accordance with the format specified in the annex of the Communiqué. The notary will annotate the physical ledger’s closure, indicating that the transition is made for the purpose of electronic ledger implementation.
- Companies opting for voluntary transition must follow the same procedure. If the transition is not completed within the relevant fiscal period, a new resolution must be adopted for the following period.
With this Communiqué, a significant step has been taken towards the digitalization of corporate governance processes, and the legal framework for the maintenance of commercial ledgers in electronic format has been clarified. It is crucial for companies to carefully plan their transition process and ensure that their technical infrastructure is fully aligned with this new regulation.