How Will the Transition to the Electronic Commercial Ledger System (“ETDS”) Take Place?

The Communiqué entered into force on 1 July 2025, and as of this date, companies falling within its scope will be obliged to transition to the Electronic Commercial Ledger System (“ETDS”).

A. Which Companies Are Covered?

1. Companies Whose Incorporation is Subject to Permission: The following companies are required to complete the transition process within two (2) months as of 1 July 2025 and will be required to keep their commercial ledgers exclusively in electronic format:

• Banks, insurance companies, financial leasing, factoring, consumer finance, card services, and asset management companies
• Holding companies incorporated as joint stock companies
• Companies operating currency exchange offices
• Companies engaged in general warehousing activities
• Licensed warehousing companies for agricultural products
• Companies operating commodity exchanges
• Companies subject to the Capital Markets Law
• Companies that are founders and operators of free zones
• Companies engaged in independent auditing, supervision, or operating technology development zones

2. Companies Incorporated After 1 January 2026: All collective, commandite, joint stock, partnership limited by shares and limited liability and cooperative companies, established after 1 January 2026 will automatically fall within the scope of the ETDS.

B. What Is ETDS and How Does It Work?

ETDS is an official digital platform developed by the Ministry of Trade that enables commercial ledgers to be kept electronically instead of in physical form. It ensures secure digital storage, easy access when needed, and integration with other systems such as MERSIS, the Union of Turkish Notaries, the Central Securities Depository (MKK), the Electronic Board of Directors System (e-YKS), and the Electronic General Assembly System (e-GK).

C. Which Ledgers Are Within the Scope of ETDS?

Companies covered by the Communiqué are required to keep the following ledgers in electronic format:

• Share Ledger
• Board of Directors’ Resolutions Ledger (or Board of Managers’ Resolutions Ledger, where applicable)
• General Assembly Meeting and Negotiation Ledger

D. Transition Process: When and How Should It Be Done?

Although the ETDS system will become effective as of 1 July 2025, Companies Subject to Incorporation Permission must complete the following steps within two months (i.e., by 1 September 2025) in order to comply::

1. A resolution must be adopted by the management body (as per the sample resolution set out in Annex-1 of the Communiqué, to be submitted to a notary),
2. An application must be made to a notary for closing certification of physical ledgers,
3. A System User must be designated and registered either through a notary or via the MERSIS system.

E. Who Is the System User?

In the ETDS, only the designated System User can perform operations. This person may either be a member of the company’s management body or an external professional.

• The system user may be assigned one or more of the following four roles: recording, viewing, updating, deleting.
• A different user may be appointed for each ledger.
• Even the chairman of the board cannot access the system unless registered as a system user.
• For oversight and audit purposes, it is advisable to appoint at least one board member as a system user with viewing rights.

F. What Kind of Process Awaits Companies in Practice?

For Newly Established and Soon-to-Be Active Companies:

• When a company is registered with the trade registry, the system is automatically defined . The system user is either entered via MERSIS or a form designating the system user is submitted to the Trade Registry Office as part of the incorporation process.

For Existing Companies Subject to Incorporation Permission:

• Companies falling under the scope as of 1 July 2025 must complete the required steps within two (2) months.
• At the time of the closing certification, the notary will endorse the relevant ledger to indicate the transition to electronic format and complete the system registration.

Optional Transition:

• Companies not within the mandatory scope may also opt in by adopting a board resolution in line with the Communiqué and applying to a notary to transition to the electronic ledger system.

G. What Are the Potential Sanctions for Non-Compliance?

Ledgers kept improperly in physical form will be deemed invalid.

Failure to maintain proper commercial books may lead to administrative fines and other sanctions under the Turkish Commercial Code.

In legal proceedings, invalid ledgers may result in loss of legal rights due to lack of admissible evidence.

Therefore, it is crucial that companies under the transition obligation complete the process without delay and in full compliance with the applicable procedures.

H. Advantages / Disadvantages of Using Electronic Ledgers and Key Considerations

With the new regulation, keeping commercial ledgers in electronic format offers numerous financial and operational conveniences, while also introducing several important considerations that must not be overlooked.

i. Advantages
Since the requirement to obtain opening and closing notarizations for ledgers kept in electronic format is eliminated, companies will face significantly reduced costs. In parallel, operational burdens such as physically storing books, obtaining new ledgers, and handling certification procedures will also be minimized.

Within the scope of the ETDS system, ledgers are securely stored in the Ministry’s database, thereby ensuring the confidentiality, integrity, and immutability of records. This significantly reduces risks such as data loss or unauthorized alterations.

Maintaining records in digital format also enhances accuracy, while preventing backdated or retrospective modifications to decisions. As ledgers are kept in real time and transparently, the likelihood of disputes is expected to be reduced.

In particular, the use of the electronic share ledger is expected to offer substantial advantages in merger and acquisition (M&A) processes. Time-stamped and digitally recorded information improves the transparency and traceability of transactions, enabling a faster and more reliable due diligence process. Thanks to digital access, share ledger records can be easily shared, minimizing manual entry errors and data loss. These advantages help build confidence on the buyer side and contribute to a more efficient, swift, and compliant transaction process.

ii. Disadvantages and Key Considerations
Technical malfunctions, access disruptions, or user errors in the electronic system may hinder timely recordkeeping. To mitigate these risks, companies should ensure that resolutions are promptly entered into the system and that digital backups are downloaded regularly.

Authorizing at least one board member as a system user is essential to prevent potential misuse by system users. Given the risk of intentional or erroneous actions, periodic review of ledger entries is necessary. Otherwise, inaccurate entries may result in legal disputes.

Furthermore, when making entries in electronic ledgers, it is essential to comply with procedural rules, as any non-compliance may undermine the ledgers' validity as legal evidence in potential disputes.,

Although commercial ledgers will now be maintained electronically, this does not eliminate the obligation to retain physical documents bearing wet signatures. Supporting documents that form the basis of ledger entries should be safely stored and made available for submission when needed.

Conclusion and Recommendations

In conclusion, the ETDS represents not merely a technical transformation, but a regulatory change with serious legal implications regarding companies' bookkeeping obligations. Particularly for companies subject to mandatory transition, failure to comply with the requirements within two (2) months from the system’s effective date on 1 July 2025 may result in their commercial ledgers being deemed invalid, exposure to administrative sanctions, and significant legal risks with the respect to the burden of proof.

Therefore, it is essential that the ETDS transition process be approached with great care, that system users are designated diligently, that notarial procedures are completed without delay, and that post-transition controls are carried out regularly. In our view, in order to ensure both the efficient conduct of internal company operations and to protect against potential future legal disputes, companies should initiate this process without delay.

You can access the full text of the Communiqué here, and find guidelines related to the ETDS system here.

Managing Associate, Aslı Kınsız
Associate, Kayra Menekşe
Associate, Gökçe Aksoy
Trainee Lawyer, Cemile Tekdemir