Which Commercial Books Must a Newly Established Company Keep?
Under Article 64 of the Turkish Commercial Code and the regulations on commercial books, merchants must keep certain books for the accounting and commercial transactions of the business. The Ministry of Trade's current company explanations also state that every merchant is obliged to keep a journal, an inventory book and a general ledger, and that, depending on the type of company, there are also company law books such as the share ledger, the board of directors' minutes book and the minutes book of general assembly meetings and deliberations.
Basic books to be kept in joint-stock companies
The main books for a joint-stock company are as follows:
- Journal
- General ledger
- Inventory book
- Share ledger
- Board of directors' minutes book
- Minutes book of general assembly meetings and deliberations
It should not be assumed that all of these books are kept in the same electronic system. Accounting books and the books relating to company bodies and the ownership structure are subject to different systems and legislation.
Basic books to be kept in limited liability companies
The main books for limited liability companies are as follows:
- Journal
- General ledger
- Inventory book
- Share ledger
- Minutes book of general assembly meetings and deliberations
A limited liability company may also keep a board of managers' minutes book. If a separate board of managers' minutes book is not kept, in which book and how the board of managers' resolutions will be recorded should be handled by taking into account together the Ministry of Trade's ETDS explanations and the relevant book system.
What Is ETDS and How Does It Differ from e-Defter?
The Electronic Commercial Books System (ETDS) is a system operated by the Ministry of Trade that allows certain commercial books not related to the business's accounting to be created, kept, stored and presented in an electronic environment. This system is not the same as the Revenue Administration's e-Defter application.
Which books does ETDS cover?
According to the Ministry of Trade's explanations, ETDS is used, depending on the type of company, for the share ledger, the board of directors' minutes book, the board of managers' minutes book and the minutes books of general assembly meetings and deliberations.
For all companies whose incorporation is registered in the trade registry as of 1 January 2026, it is mandatory to keep the share ledger and the minutes book of general assembly meetings and deliberations in ETDS. It is envisaged that these books become active in the system together with the registration of the company's incorporation. Keeping the board of directors' minutes book in ETDS is generally left to the company's choice; the special rules for companies whose incorporation and articles of association amendments are subject to Ministry permission must also be taken into account separately.
Which records does e-Defter cover?
The GİB e-Defter application is the system for creating, as electronic records, the information in the accounting books that must be kept under the Tax Procedure Law and the Turkish Commercial Code. In GİB's current explanations, the journal and the general ledger are principally included within e-Defter; the possibility and practice of keeping the inventory book electronically are regulated separately.
For this reason, the following distinction is important:
| System | Basic function | Typical records |
|---|---|---|
| ETDS | Company law books | Share ledger, general assembly book, minutes books |
| GİB e-Defter | Keeping accounting books electronically | Journal, general ledger; other permitted books according to current practice |
| e-Invoice / e-Archive | Issuing and sending documents | Invoices and archive documents |
| e-Notification | Electronic service of tax administration notices | Notification documents |
Being included in one of these systems does not mean that all the other obligations are automatically fulfilled.
When Do Companies Established in 2026 Move to e-Defter?
In the current explanations of the Revenue Administration's Electronic Ledger General Communiqué, taxpayers who are required to keep books on the balance sheet basis, or who voluntarily choose the balance sheet basis, are required to be included in the e-Defter application. For taxpayers who start business as of 1 January 2025 and will keep books on the balance sheet basis, transition is provided for from the date of starting business.
Because the accounting system of capital companies is based on the balance sheet basis, the e-Defter obligation should be addressed at the very beginning of the incorporation process in new joint-stock and limited liability companies. However, the transition date must be checked separately if there is a specific liability, a special accounting period, a merger, a change of type or another special status.
Can paper books be kept once the company moves to the e-Defter application?
According to GİB's explanation, taxpayers who are included in the e-Defter application cannot keep the books within scope on paper from the month in which they are included in the application. For this reason, correctly determining the date of the move to the electronic system is important. Setting up a parallel and contradictory record system for the same period is risky for proof and tax audit.
How Have the Opening, Closing and Approval Procedures of Books Changed?
The spread of electronic book applications does not mean that the classic "notary certification" approach continues in the same way for every book. For books kept in an electronic environment, the system's own creation, approval, certificate (berat) and verification mechanisms apply.
The role of the trade registry at incorporation
In the Ministry of Trade's explanations, there are regulations on the opening approvals of the commercial books of joint-stock and limited liability companies and cooperatives at incorporation being carried out by trade registry directorates. For new companies within the scope of ETDS, the share ledger and the minutes book of general assembly meetings and deliberations become active in the electronic system together with registration.
Certificate and approval processes in e-Defter
In the e-Defter application, book files are created in the specified format, signed/approved with security tools such as an electronic signature or a financial seal, and the relevant certificate files are uploaded to the system in the manner provided in the legislation. Current periods and technical guides should be followed from the e-Defter portal. The mere existence of a record in the accounting software does not mean that the e-Defter process has been completed.
Are e-Invoice and e-Archive Invoice Book Obligations?
No. e-Invoice and e-Archive are regimes for issuing and transmitting invoices; they are not commercial books. However, for the accuracy of the company's accounting records, invoices and book entries must be consistent with one another.
Why are e-Invoice and e-Defter confused?
Because both systems are electronic applications of the Revenue Administration, in practice they may be perceived as a single "electronic accounting system". However, their transition conditions, document types, technical formats and legal consequences are different. A company may be within the scope of e-Invoice and also be subject to the e-Defter obligation; but the two obligations must be checked separately.
Why Is Electronic Notification Critical for New Companies?
The making of tax administration notices in an electronic environment is a matter separate from the book and record obligations but extremely important for time management. The Tax Procedure Law General Communiqué No. 596 dated 11 October 2026 has re-regulated the current procedures and principles of the electronic notification system under Article 107/A of the Tax Procedure Law.
A company manager or accounting department merely waiting for physical mail may create a serious risk of loss of rights. The legal consequences of a document that reaches the electronic notification system are not removed on the ground that "the email notice was not seen". For this reason, system users, delegation of authority and the monitoring of notifications should be included in the company's internal control plan.
How Should Electronic Books and Records Be Retained?
Electronic recording does not remove the retention obligation; it only changes the form of retention. Under the Tax Procedure Law, there is a five-year retention and presentation obligation for books and documents. Under the Turkish Commercial Code, longer-term obligations on the retention of commercial books and documents also exist separately. It is therefore not correct to delete records early taking into account only the tax limitation period.
Is it enough to say "it is in the cloud"?
No. In which system, in which format, for how long and under whose access the records are kept should be determined. Situations such as the software provider closing the account, company personnel leaving, or a change in the financial seal or user authority should not affect access to the records.
Why are backup and access authority important?
Electronic books and documents being in only one user's account creates an institutional risk. The company should determine the authorized users, the backup policy, the person responsible for retention and the method of access in a crisis. Since a loss-of-documents certificate and other legal protection routes may come into play in a cyberattack or data loss, establishing the event and protecting the records are also important.
What Consequence May Arise if the Share Ledger Is Not Kept Correctly in ETDS?
The share ledger is not merely an accounting record. It is one of the basic bases, in the company's records, of the ownership structure, share acquisitions and transfers, shareholder information and changes. Especially in share transfers, inheritance, attachment, usufruct, attendance at the general assembly and shareholding disputes, share ledger entries may become important.
For this reason, having logged in to ETDS is not enough by itself; the records must be correct and up to date. No contradiction should be left between the contract in a share transfer, the notary/registry procedures and the ETDS record.
What Should Be Paid Attention to When Entering General Assembly Resolutions in the Electronic Book?
The minutes book of general assembly meetings and deliberations should not be seen merely as a place where a short summary of the outcome of a decision is kept. The meeting, attendance, agenda and decision process must be documented in accordance with the relevant legislation.
Does adding a record later remove the risk?
No. The lawfulness of a decision is assessed together with elements such as the notice, the agenda, the meeting and decision quorum, the exercise of votes, representation and the meeting minutes. Entering a record later in the electronic book does not by itself render a defective general assembly process valid.
Electronic Record Roadmap for a Newly Established Company
At the incorporation stage, the following sequence of checks can be applied:
- Determine all the commercial books that must be kept according to the type of company.
- Check the system user and authorities for the share ledger and general assembly book opened in ETDS with registration.
- Determine the start date of the e-Defter obligation.
- Complete the requirements for the financial seal, electronic signature and accounting software.
- Check the e-Invoice/e-Archive status separately.
- Determine the electronic notification users and the responsibility for daily monitoring.
- Establish a procedure for retention, backup and delegation of authority.
- Regularly check the consistency of legal-accounting-registry records for share transfers, general assembly and management decisions.
The Most Common Mistakes
Thinking ETDS and e-Defter are the same system
This mistake may cause a book to be thought to be kept while the obligation is in fact never fulfilled in another system.
Thinking that using e-Invoice completes all electronic obligations
The document system and the book system are not the same.
Thinking that the record in the accounting software and the e-Defter file are the same
The presence of an accounting record in the program does not mean that the e-Defter creation, signing/approval and certificate process in accordance with the legislation has been completed.
Seeing the share ledger only as a list of shareholders
The share ledger has independent legal importance for company law and may acquire evidentiary value in shareholding disputes.
Leaving electronic notification to the accountant's personal monitoring
The company's time limits and defense rights should not be left dependent on the personal attention of one person.
Conclusion
As of 2026, the book and record system in newly established companies has become multi-layered. ETDS, e-Defter, e-Invoice/e-Archive and e-Notification are different systems. While the share ledger and the minutes book of general assembly meetings and deliberations of newly registered companies are kept in ETDS from 1 January 2026, the GİB e-Defter regime applies separately to the accounting books.
For sound company management, the aim is not merely to "be in the system" technically, but for company law, accounting and tax records to show the same commercial reality consistently. An electronic record system not set up correctly at incorporation may cause much heavier costs when a share transfer, a tax audit, a general assembly dispute or the liability of the company manager comes into play.
Frequently Asked Questions
Are ETDS and e-Defter the same thing?
No. ETDS is the system the Ministry of Trade uses for company law books. e-Defter is the Revenue Administration's application for keeping accounting books electronically.
Must every company established after 1 January 2026 use ETDS?
Yes. According to the Ministry of Trade's explanation, all companies whose incorporation is registered in the trade registry from this date are obliged to keep the share ledger and the minutes book of general assembly meetings and deliberations in ETDS.
Is the board of directors' minutes book also mandatory in ETDS?
For all newly established companies, the general rule is that the share ledger and the minutes book of general assembly meetings and deliberations are mandatory. Keeping the board of directors' minutes book electronically is generally left to choice; the special rules for companies subject to Ministry permission must be checked separately.
Must a limited liability company keep a board of managers' minutes book?
A limited liability company may keep a separate board of managers' minutes book. If a separate book is not kept, the resolutions must be recorded in the relevant company book in accordance with the legislation.
Can a company using e-Defter also keep a paper journal?
Not for the books within scope. GİB states that from the date of inclusion in the e-Defter application, the books within scope cannot be kept on paper.
Does using e-Invoice mean using e-Defter?
No. e-Invoice relates to the document system, e-Defter to the book-keeping system. Although the transition obligations may be linked, they are legally different applications.
Should a paper printout of electronic books also be kept?
According to GİB's explanations, there is no need to additionally keep e-Defter books properly kept in an electronic environment on paper. The electronic retention and presentation obligation continues.
If we do not see an electronic notification, does the time limit not start?
The legal consequence of an electronic notification arises according to the notification rules in the system. Not seeing an email or SMS alert does not by itself invalidate the notification. For this reason, a regular monitoring system should be set up within the company.
What should be done with electronic records when the accountant changes?
The handover of access, authorities, financial seal, archive, backups and records of past periods should be done in writing and in a controlled way. The records should not be allowed to remain only in the account of the former accountant or of one employee.
Sources
- Turkish Commercial Code No. 6102, in particular Art. 64 and Art. 82.
- Ministry of Trade of the Republic of Türkiye, "Company Information". Source
- Ministry of Trade of the Republic of Türkiye, "The Electronic Commercial Books System Will Be Mandatory for Companies to Be Established after 1 January 2026". Source
- Ministry of Trade of the Republic of Türkiye, "ETDS in 100 Questions", Ministry of Trade General Directorate of Domestic Trade.
- Revenue Administration (GİB), Electronic Ledger General Communiqué and current e-Defter explanations. Source
- Revenue Administration (GİB), "e-Defter Application" current information document.
- Revenue Administration (GİB), "Taxpayers' Duties on Starting and Ceasing Business". Source
- Revenue Administration (GİB), Tax Procedure Law General Communiqué No. 596, 11.10.2026. Source