Amendments to the Communiqué on Commercial Books

The Communiqué Amending the Communiqué on Commercial Books (the “Communiqué”), published in the Official Gazette dated 10 July 2025 and numbered 32952, introduced certain amendments regarding the keeping, certification, and registration of commercial books. The key changes are summarized below:

Previously, in joint stock companies and limited partnerships divided into shares, “only those who prove they hold bearer share certificates and those registered in the share ledger were considered shareholders and usufruct right holders.” With the new regulation, only “those who prove they are the holders of bearer share certificates and have been notified to the Central Securities Depository (Merkezi Kayıt Kuruluşu – MKK)” will be considered shareholders. Within this scope, it is of particular importance for joint stock companies to fully comply with the obligation to notify the MKK regarding the transfer of bearer shares.

With the amendment made to paragraph 4 of Article 12 of the Communiqué on Commercial Books, the period for merchants to apply to the competent court to obtain a “loss certificate” after becoming aware that their books and documents, which they are legally obliged to retain, have been lost due to disasters such as fire, flood, earthquake, or theft, has been extended from 15 days to 30 days.

With the amendment to Article 23 of the Communiqué, which regulates which provision will apply to books kept in electronic format:

•For accounting-related books to be kept in electronic format, the provisions of the existingElectronic Book General Communiqué (Serial No: 1) shall apply.

•For commercial books not related to accounting, the provisions of the Communiqué onKeeping Commercial Books Not Related to Accounting in Electronic Format, dated 14 February 2025, shall apply.
Best regards,