I. Introduction

The Communiqué on the Keeping of 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, introduced the Electronic Commercial Ledger System (“System”), a comprehensive platform that enables the creation, maintenance, storage, and submission of certain commercial books (“Books”), including the share ledger, board of directors’ resolution book, board of managers’ resolution book, and general assembly meeting and negotiation book, in electronic format.

This regulation represents a significant milestone in the ongoing digital transformation of Turkish commercial life. This article first explores the legal framework and core implementation principles of the System and then examines how it applies in practice during mergers, spin-offs, and company type conversions—focusing particularly on the closing and transfer of Books and the obligations of newly formed legal entities.

II. Legal Basis of Mandatory Electronic Bookkeeping

The legal basis of the obligation to maintain Books electronically is set out under Articles 64/3 and 64/4 and Article 210 of the Turkish Commercial Code numbered 6102 (“TCC”). Article 64/3 provides that the electronic keeping of commercial Books is subject to the approval of the Ministry of Trade (“Ministry”), while Article 64/4 grants the Ministry authority to set forth the procedures and principles governing such electronic bookkeeping. Based on this authority, the Communiqué details the technical and administrative requirements for preparing, maintaining, and archiving Books electronically.

The transition to the System is structured as a phased process. All companies incorporated on or after 1 January 2026 are required to maintain their Books electronically from the date of incorporation, and companies whose incorporation or articles of association amendments are subject to the Ministry’s approval must comply as of 1 July 2025. For companies incorporated prior to 1 January 2026, use of the System remains optional. However, once a company opts for electronic Books, it may not revert to physical records, and electronic bookkeeping becomes a continuing obligation.

Access to the System is provided through the Ministry’s dedicated portal (etds.ticaret.gov.tr) and secured via the e-Government gateway using an electronic signature, mobile signature, or internet banking authentication. Only individuals duly authorized by the company’s governing bodies or managing partners and formally registered in the System are permitted to create, update, delete, or view entries in the Books. Leveraging a robust infrastructure that ensures data integrity, immutability, and traceability, the System not only safeguards the legal reliability of the Books but also enhances their evidentiary value and ensures their availability for review by competent authorities in a clear and verifiable manner.

III. Application of the System in Corporate Restructuring

Mandatory electronic bookkeeping has a direct impact on how Books are managed, transferred, and archived during corporate restructuring transactions such as mergers, spin-offs, and company type conversions. The “Guide on the Electronic Commercial Ledger System (ETDS) in 100 Questions,” published by the Ministry’s Directorate General of Domestic Trade on 17 June 2025, provides further practical guidance on these matters. Mergers, spin-offs, and conversions—comprehensively regulated under Articles 136 et seq. of the TCC—bring about substantial changes in legal personality and bookkeeping practices, making compliance with the System’s requirements critical.

i) Mergers

In mergers by acquisition, the legal personality of the acquired company is terminated, and its assets and liabilities are transferred by universal succession to the acquiring company. Following deregistration from the trade registry, all Books of the acquired company maintained in the System are closed, while the Books of the acquiring company remain active. All merger-related corporate actions such as board and general assembly resolutions and capital increases must be duly recorded in the acquiring company’s Books within the System. Where one party maintains electronic Books and the other uses physical records, the acquiring company’s method of bookkeeping prevails after the merger.

In mergers by formation of a new company, the legal personalities of all merging companies are terminated, and their assets and liabilities are transferred collectively to the newly established company. Upon deregistration of the merging entities, their Books in the System are simultaneously closed, and the newly formed company—if incorporated on or after 1 July 2025 or subject to the Ministry’s approval—must maintain its Books electronically. For mergers completed after 1 January 2026, this obligation is absolute.

ii) Spin-offs

When a company maintaining its Books electronically undergoes a full or partial spin-off, the nature of its obligation to maintain Books must be evaluated independently. Under the relevant provisions of the TCC, where a new company is formed as a result of the spin-off, the “new incorporation” provisions apply to that company.

In a full spin-off, all assets of the demerged company are allocated among other companies, resulting in the termination of its legal personality and deregistration from the trade registry. In partial spin-offs, only certain assets are transferred, allowing the demerged company to retain its legal personality and continue operations. New companies formed through spin-offs between 1 July 2025 and 31 December 2025 that are not subject to the Ministry’s approval may choose whether to maintain their Books physically or electronically. However, for companies incorporated after 1 January 2026, electronic bookkeeping becomes mandatory and the option to keep physical Books is no longer available.

If the assets of a demerged company are transferred to an already existing company, the acquiring company’s method of bookkeeping prevails. If the acquiring company already maintains its Books electronically, it must continue to do so after the transfer. Conversely, if it keeps physical Books, it is not automatically required to switch to the System, although it may voluntarily transition at any time through a notarial application.

Mergers and spin-offs may yield significant tax advantages if the requirements for tax-free transfers or partial spin-offs under Articles 19 and 20 of the Corporate Tax Law numbered 5520 are met. For this reason, it is crucial to ensure that merger and spin-off resolutions are recorded in the System in a timely and accurate manner to preserve both tax advantages and the legal validity of the transaction. Incomplete or erroneous records may result in disputes regarding both legal validity and tax consequences.

iii) Company Type Conversions

Where a limited liability company that maintains its Books electronically is converted into a joint-stock company, the process is carried out under the TCC, and the “new incorporation” provisions apply.

Upon completion of the conversion, the Books of the limited liability company are closed within the System, and new Books for the newly established joint-stock company are created electronically at the incorporation stage.

For conversions registered between 1 July 2025 and 31 December 2025, if the new joint-stock company is not subject to the Ministry’s approval, it may choose whether to maintain its Books physically or electronically. For conversions registered after 1 January 2026, however, maintaining Books electronically is mandatory and opening entries must be made in the System.

IV. Practical Considerations

From a practical perspective, one of the most critical compliance issues under the System during mergers, spin-offs, and conversions is ensuring that user authorizations are updated without delay. Changes in the company’s governing bodies must be promptly reflected in the System, and closing and opening entries for Books must coincide with trade registry filings. Failure to comply may result in administrative fines and delay the registration process.

The obligation to retain closed Books for ten (10) years under Article 82 of the TCC is fulfilled digitally through the System. With electronic signature and timestamp functionality, the System provides strong evidentiary protection, offering companies legal certainty in the event of future disputes.

V. Evaluation and Conclusion

In light of the foregoing, whether Books must be maintained electronically during a restructuring transaction depends on (i) the nature of the transaction (merger, full/partial spin-off, or company type conversion), (ii) whether the parties are subject to Ministry approval, and (iii) the registration dates of the newly incorporated or continuing companies. Because these elements directly determine the scope of the obligation, each transaction must be evaluated on a case-by-case basis.

Ensuring that merger and spin-off resolutions are properly recorded in the System, keeping authorizations up to date, and fully meeting archiving obligations are essential both for legal compliance and for safeguarding available tax advantages.

Accordingly, when preparing restructuring plans, companies should not only consider the TCC and trade registry requirements but also the obligations arising under the System, establish internal controls to monitor digital processes, and track tax risks in parallel. This integrated approach minimizes legal and fiscal risks and enables corporate restructuring strategies to be implemented on a sound and secure basis.

Best regards,

DT Law
Atty. Ayris Tarcan