Statutory Books and Company Seal Rules in Turkey

Every Turkish company keeps two families of statutory books. The accounting books record transactions; the corporate books record who owns the shares and what the company’s bodies decided. Under Article 64 of the Turkish Commercial Code (TTK), both are “commercial books”, and both carry legal consequences if they are missing, late or inconsistent.

In 2026 these books can live in three different places:

• paper books, which need opening approvals from a notary or, at incorporation, from the trade registry;
• e-Defter, the Revenue Administration’s (GİB) electronic system for the accounting books; and
• ETDS, the Ministry of Trade’s Electronic Commercial Book System for the share ledger, the general assembly book and the decision books.

Which one applies depends on the company type, the date of incorporation and some choices the company makes. This guide explains the rules for limited companies (LLC, Ltd. Şti.) and joint-stock companies (JSC, A.Ş.) as they stood in October 2026, and ends with what a company stamp (kaşe) does and does not do. For the formation steps that come before the books, see our company formation in Turkey guide.

The Books at a Glance

The books are kept in Turkish: TTK Article 65/1 says so expressly, and Article 70 requires year-end financial statements in Turkish and in Turkish lira. A foreign parent’s reporting language or currency does not change the statutory books.

Accounting Books: e-Defter

Commercial companies must keep books under VUK Article 172, and Article 177/4 places every commercial company in the first class of merchants, which keep their books on the balance-sheet basis. Under VUK Article 182, the balance-sheet books are the journal, the general ledger and the inventory book.

The Electronic Ledger General Communiqué No. 1, published jointly by GİB and the Ministry of Trade and amended several times since, decides which taxpayers keep these books electronically. Since amendment No. 5 took effect, every taxpayer that must keep balance-sheet books has been required to keep e-Defter from 1 January 2025. A taxpayer that starts business on or after that date does so from its start date. In practice, every new LLC and JSC keeps its journal and general ledger as e-Defter from day one, whatever its turnover.

Three points follow from the Communiqué:

• Paper is not an alternative. A taxpayer that should be in e-Defter but is not has its account opened by GİB ex officio, and paper books kept after the obligation starts are treated as never having been kept.
• The inventory book is optional for now. A company in e-Defter may also keep its inventory book electronically by applying through the Digital Tax Office. GİB’s announcements of 13 October 2025 and 25 May 2026 describe the application and its cancellation, and GİB is authorised to make the electronic inventory book mandatory by announcement.
• The seal is electronic. Legal entities sign their e-Defter files with a financial seal (mali mühür), an electronic certificate issued by TÜBİTAK BİLGEM Kamu SM for GİB. An SMMM authorised to keep the company’s books can also sign and upload the files if the company records its consent (muvafakatname) or a notarised special power of attorney in GİB’s system, naming the periods concerned; the company remains legally responsible.

e-Defter does not change the bookkeeping deadlines; GİB states that the recording periods in VUK Article 219 continue to apply. Our e-invoice and e-ledger guide explains how e-Defter fits with e-Fatura and e-Arşiv, and our article on 2026 e-invoice and e-ledger thresholds covers the transition dates in more detail.

Corporate Books: ETDS

TTK Article 64/4 states that the share ledger, the board decision book and the general assembly book are commercial books even though they have nothing to do with accounting, and, since a 2020 amendment, allows the Ministry of Trade to make their electronic form mandatory.

The Ministry used that power in the Communiqué on keeping non-accounting commercial books electronically (Official Gazette, 14 February 2025), which has since been amended. ETDS opened on 1 July 2025. In its announcement of 18 December 2025, the Ministry confirmed the position for 2026:

• companies registered from 1 January 2026 must keep the share ledger and the general assembly meeting and discussion book in ETDS;
• the books open in ETDS together with the registration, with no further step;
• keeping the board of directors’ decision book electronically is left to the company’s choice; and
• companies whose formation and amendments need Ministry permission had until 1 January 2026 to move both books into ETDS.

The Communiqué also sets the working rules:

• System user. The managers or the board designate one or more system users, either in MERSİS during incorporation or on a form signed by all of them. Later changes go through a notary or the trade registry.
• No approvals. Books kept electronically need no opening or closing approval, consistent with TTK Article 64/3.
• No way back. A company that starts keeping these books electronically cannot return to paper.
• Keep the paper behind the entry. Signed minutes and other documents supporting an entry must be retained for production on request.
• Management stays responsible. The Ministry runs the system but does not check the content of entries; liability for their accuracy remains with the managers or the board under TTK Article 553.

For an LLC, manager decisions go into the general assembly book unless the company keeps a separate managers’ board decision book; in ETDS, such a book follows the rules for the board decision book.

A company formed before 2026 that is not in the permission category may keep its valid paper books. If it wants to move to ETDS, the Ministry’s ETDS road map describes the path: a board or managers’ decision, the notary’s closing approval of the paper books with the system user defined at the same time, and automatic activation in ETDS. If the notary closing is not completed in the accounting period of the decision, a new decision is needed in a later period.

Paper Books: Who Approves and When

Paper books still exist in 2026, typically the inventory book and, for a JSC that does not move it into ETDS, the board decision book. Their approval rules are in TTK Article 64/3 and the Tax Procedure Law (VUK):

• At incorporation, the trade registry, not a notary, gives the opening approval for LLC and JSC books during registration (TTK Art. 64/3 and VUK Art. 223, both amended in 2018). The registry charges a certification fee for this; check the current amount in the registry’s own fee table (for Istanbul, the Istanbul Chamber of Commerce table listed under Official Sources).
• New books in later years need their notary opening approval by the end of the month before the accounting period in which they will be used.
• Books with pages left can continue into the next year with a renewal approval in January (VUK Art. 222). The share ledger and the general assembly book, where still on paper, can continue without a renewed opening approval if they have enough pages.
• Closing approvals apply to two books only: the journal by the end of the sixth month of the following period, and the board decision book by the end of the first month of the following period. For 2025 books, the board decision book closing was therefore due by 31 January 2026.

Electronic books receive no notary or registry opening approval, and no closing approval for the journal or the board decision book (TTK Art. 64/3). Their opening and closing are replaced by the electronic system’s own files: in e-Defter, the berat files for the first and last month of the period.

Retention: Ten Years, Not Five

TTK Article 82 requires a merchant to keep its books, inventories, financial statements, business letters received, copies of letters sent and the documents behind book entries for ten years. The period starts at the end of the calendar year in which the last entry was made or the document was created.

The Tax Procedure Law sets a shorter period: VUK Article 253 requires books and documents to be kept for five years from the start of the calendar year following the year they relate to. Because the commercial-law period is longer, plan on ten years.

Electronic records have their own rules:

• e-Defter. The company must keep the e-Defter and berat files together in its own IT systems, within Turkey; storing them with a third party or abroad does not remove its responsibility. Copies must also be kept for at least ten years in GİB’s systems or with a private integrator authorised by GİB. Paper printouts of e-Defter files have no legal effect.
• ETDS. The books are kept in the Ministry’s system, but the underlying signed minutes and documents must still be retained.

When a company is dissolved and its legal personality ends, TTK Article 82/8 assigns its books and papers to the civil court of peace (sulh mahkemesi) for ten years.

If books are lost

Under TTK Article 82/7, if books or documents are lost during the retention period through fire, flood, earthquake or a similar disaster, or through theft, the merchant may ask the competent court where the business is located for a certificate. The deadline is 30 days from learning of the loss; an amendment in 2022 extended it from fifteen days. Secure the police, fire brigade or insurer records first, and do not treat the certificate as a substitute for backups.

The Company Stamp (Kaşe): What the Law Says

Foreign managers are often handed a rubber stamp at incorporation and told it is essential. The Code puts the emphasis elsewhere:

• TTK Article 39/1 requires every merchant to carry out its business under its trade name and to sign documents under that name.
• For a JSC, Article 372/1 requires authorised signatories to sign under the company’s trade name, and Article 629/1 applies the same rule to LLCs by analogy.
• Articles 39/2 and 372/2 require business documents to show details such as the trade name, the headquarters, the registry and the registry number.

In practice, the kaşe is how those details are put on paper next to a signature, but none of the provisions above mentions a rubber stamp. Authority to bind the company comes from the representation rules registered with the trade registry (TTK Arts. 371 to 373 for JSCs, applied to LLCs through Art. 629), together with the signature records kept under Article 40/2 (since March 2022 taken electronically from the national ID database where possible; foreign nationals and others without an electronic record still file a signature declaration). Holding the stamp does not make anyone an authorised signatory.

Institutions can still require a stamp as a matter of procedure. The Istanbul trade registry’s own checklists, for example, ask for petitions to be signed by the authorised person together with the company stamp. Banks, notaries and counterparties may have similar requirements. If a dispute turns on whether a particular document binds the company, that is a question of authority and evidence for a lawyer. Our signature circular guide explains how representation is proved.

The financial seal (mali mühür) is something else entirely: an electronic certificate used to seal e-Defter and other GİB electronic files. Treat it like a key. Restrict access, record who holds it, and revoke access when an employee or an outside provider leaves.

Annual Control Checklist

1. List every statutory book, its form (paper, e-Defter or ETDS) and who maintains it.
2. Confirm the e-Defter upload calendar and the financial seal’s validity.
3. Check whether the inventory book is paper or e-Defter, and make the January renewal or approvals for any paper book.
4. For a JSC with a paper board decision book, diarise the closing approval by 31 January.
5. Reconcile the share ledger and decision books with the trade registry record and the latest TTSG announcements.
6. Review ETDS system users and financial-seal holders whenever a manager, employee or provider changes.
7. Keep the signed minutes behind every ETDS entry and back up e-Defter files on the company’s own systems.

Official Sources

• GİB e-Defter: consolidated Electronic Ledger General Communiqué No. 1
• GİB e-Defter: announcements on the electronic inventory book
• Ministry of Trade: ETDS mandatory for companies registered from 1 January 2026 (18 December 2025)
• Ministry of Trade: ETDS road map
• GİB: VUK Article 223 (book certification) and Article 253 (retention)
• Istanbul Chamber of Commerce: 2026 trade registry fees
• Turkish Commercial Code No. 6102

Keep the Books Ready for Inspection

Statutory books are what a tax inspector, an auditor, a buyer’s due diligence team or a court reads first. Celikel CPA keeps the accounting books in e-Defter, prepares the year-end inventory and financial statements, and helps foreign-owned companies keep the share ledger and decision books consistent with their trade registry record. See our bookkeeping services or contact our team to review your books before year end.