Certain amendments have been introduced to the Communiqué on Commercial Books ("Communiqué") by the Communiqué Amending the Communiqué on Commercial Books ("Amendment Communiqué"), which was published in the Official Gazette dated 10 July 2025 and numbered 32952, and entered into force on its publication date.
The important headlines in the Amendment Communiqué are as follows:
- Prior to the Amendment Communiqué, paragraph 4 of Article 9 of the Communiqué stipulated that in joint stock companies and limited partnerships divided into shares, those who prove that they hold a bearer share certificate and only those who are registered in the share ledger shall be recognized as shareholders and usufruct right holders. With the Amendment Communiqué, the phrase "those who prove that they hold a bearer share certificate" in paragraph 4 of Article 9 of the Communiqué has been amended to "those who prove that they are in possession of a bearer share certificate and who have been notified to the Central Securities Depository of Türkiye". With this amendment, it has been stipulated that in joint stock companies and limited partnerships divided into shares, in order for those who prove that they are in possession of a bearer share certificate to be recognized as shareholders and usufruct right holders, such possession must be notified to the Central Securities Depository of Türkiye.
- Prior to the Amendment Communiqué, paragraph 4 of Article 12 of the Communiqué stipulated that if the books and documents that a merchant is obliged to retain are lost due to a disaster such as fire, flood, or earthquake, or due to theft, within the statutory retention period, the merchant may request a certificate of loss from the competent court of the place where the commercial business is located within 15 days from the date on which the loss was discovered by the merchant. With the Amendment Communiqué, this 15-day period has been increased to 30 days.
- With the amendment made in the first sentence of paragraph 6 of Article 13 of the Communiqué, the provision regarding the renewal of the share ledger and the board of directors' resolution book has been amended to also include the general assembly meeting and negotiation book. In this regard, in cases where it is necessary to renew the share ledger, the board of directors' resolution book, and the general assembly meeting and negotiation book, the new book to be approved for opening must be submitted to the notary along with the book to be discontinued or, in case of loss, along with the certificate of loss.
- Prior to the Amendment Communiqué, the provisions of the General Communiqué on Electronic Book (Serial No: 1), published in the Official Gazette dated 13 December 2011 and numbered 28141, were applied regarding commercial books to be kept in electronic form pursuant to Article 23 of the Communiqué. The amendments introduced to Article 23 of the Communiqué by the Amendment Communiqué are as follows:
- The provisions of the General Communiqué on Electronic Book (Serial No: 1), published in the Official Gazette dated 13 December 2011 and numbered 28141, shall apply to the books related to the accounting of the business to be kept in electronic form.
- The provisions of the Communiqué on Keeping Commercial Books Not Related to the Accounting of the Business in Electronic Form, published in the Official Gazette dated 14 February 2025 and numbered 32813, shall apply to the share ledger, board of directors' resolution book, board of managers' resolution book, and general assembly meeting and negotiation book that are not related to the accounting of the business.
The full text of the Amendment Communiqué can be reached via this link. (Only available in Turkish)
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