The Communiqué on the Keeping of Commercial Books Unrelated to Business Accounting in Electronic Environment (“Communiqué”), published in the Official Gazette dated 14 February 2025 and numbered 32813, mandates that commercial books of certain commercial companies be maintained electronically. This regulation applies to the share ledger, board of directors’ resolution book, board of managers’ resolution book, and general assembly meeting and negotiation book (collectively, the “Books”). The Communiqué will enter into force on 1 July 2025, and as of 1 January 2026, newly established companies and companies whose incorporation and articles of association amendments are subject to the approval of the Ministry of Trade (“Ministry”) must maintain the Books electronically.
Scope of the Communiqué
The following companies are required to keep their commercial books in electronic format:
- All companies registered with the trade registry on or after 1 January 2026, and
- Banks, financial leasing companies, factoring companies, consumer financing and card service companies, asset management companies, insurance companies, holding companies established as joint-stock companies, currency exchange companies, public warehousing companies, agricultural licensed warehousing companies, commodity exchange companies, independent audit companies, supervision companies, technology development zone management companies, companies subject to the Capital Markets Law numbered 2499, and free zone founder and operator companies (“companies subject to Ministry approval”).
Accordingly, all companies established as of 1 January 2026 must maintain their Books electronically from their incorporation date, while companies subject to Ministry approval must comply with this requirement as of 1 July 2025.
For existing companies and those established before 1 January 2026, maintaining non-accounting commercial Books electronically remains optional. However, if these companies opt for electronic bookkeeping, all their Books must be maintained digitally. Companies that transition from physical to electronic books may not revert to physical records.
Transition to Electronic Bookkeeping
The transition process for electronic books requires companies to take the following steps:
- For newly established companies, the Books will be automatically created through the Electronic Book System (“System”) established by the Ministry of Trade upon registration with the trade registry.
- Companies currently using physical books and required to transition to electronic books under the Communiqué must finalize their physical books with notarial certification and transition to the System within a maximum of two (2) months from 1 July 2025.
- Companies opting for electronic books voluntarily may activate their Books through the System upon obtaining the necessary notarial approval.
Conclusion
Companies within the scope of the Communiqué must complete the necessary preparations and notarial approval procedures by 1 July 2025 to ensure compliance.
Moreover, for companies with multiple shareholders and different share classes, it is essential to carefully evaluate how the policy for electronic books will be determined, how authorization mechanisms will be structured, and how internal control mechanisms will be ensured.
The transition to electronic books aims to enhance transparency and digitalization, making corporate decision-making processes more secure and auditable. However, the presence of company decisions in the System will facilitate access by competent authorities, potentially increasing the level of regulatory oversight.
Best regards,
DT Law