I. Introduction
The Communiqué on Keeping Non-Accounting Commercial Books Electronically, published in the Official Gazette dated 14 February 2025 and numbered 32813, established the Electronic Commercial Ledger System (ETDS) and entered into force on 1 July 2025. It was amended by the Communiqué Amending the Communiqué on Keeping Non-Accounting Commercial Books Electronically, published in the Official Gazette dated 20 September 2025 and numbered 33023. The amendment narrowed the compulsory electronic-book set and extended the period for closing physical books after a company becomes subject to ETDS.
For companies whose establishment is registered with the trade registry from 1 January 2026, the share ledger and the general assembly meeting and negotiation ledger must be kept in ETDS. Both books are created and activated when the incorporation is registered, without opening approval. The board of directors or managers’ resolution book may be kept electronically at the company’s option or in physical form with the ordinary notarial approval.
Because the obligation follows the registration date, a newly registered company has no transition period or separate ETDS application. The company form, company contract, representation structure and individual who will operate the electronic books should therefore be settled before the registry appointment.
II. Company Form and Capital at Incorporation
Choice Between the Joint-Stock and Limited Liability Forms
The ETDS requirement does not alter the company forms available under the Turkish Commercial Code. Foreign investors may establish those forms on the same general terms as local investors, subject to restrictions or approvals for regulated activities. For most foreign investments requiring a Turkish subsidiary, the practical choice is between a joint-stock company and a limited liability company. Either may have a single shareholder and be wholly foreign-owned.
A joint-stock company is managed by a board of one or more directors and is generally more adaptable where the investment contemplates different share groups, future equity participation, financing rounds or a wider ownership base. A limited liability company is managed by one or more managers, and at least one shareholder must hold management and representation authority. Its governance may suit a closely held subsidiary, although a share transfer requires written form, notarised signatures and, unless the company contract provides otherwise, general assembly approval and the applicable registry process.
Minimum Capital and the Payment Timetable
The minimum capital for a joint-stock company is TRY 250,000. At least one quarter of the nominal value of shares subscribed in cash must be paid before registration and the balance within 24 months, while any issue premium must be paid in full before registration. The minimum capital for a limited liability company is TRY 50,000, and the one-quarter pre-registration payment does not apply. Its capital may be paid within 24 months unless the company contract requires earlier payment.
A non-public joint-stock company adopting the registered capital system must instead have at least TRY 500,000 in initial capital. Higher capital, licensing or shareholder requirements may apply in regulated sectors, so the intended activity should be classified before the articles are finalised, particularly for financial services, insurance, energy, civil aviation, media or another licensed activity.
The articles should also reflect the intended business scope, capital and share structure, management body, representation rules, financial year and registered address. Where the shareholder is a foreign group company, those terms should align with the parent resolution, signatory authority and any shareholder or joint-venture arrangement governing the investment.
III. MERSİS and the Trade Registry Registration File
Preparation of the Registration File
Once the company form, capital and articles have been settled, the incorporation application begins in the Central Registry Record System (MERSİS) and is completed before the competent Trade Registry Directorate. The company contract, founders, managers or directors, registered address and activity are entered in MERSİS before the application is transmitted to the registry. Electronic or mobile signatures may be used where supported, while foreign-issued documents remain subject to the applicable authentication requirements.
The sequence also requires potential tax numbers for the relevant foreign founders and officeholders. For a joint-stock company with cash capital, the pre-registration amount is deposited in an account opened for the company under formation and the bank evidence is included in the file. The registration file must also contain proof of the payment equal to 0.04% of the company’s capital to the Competition Authority.
Foreign Documents, Authentication and Representation
An individual foreign shareholder ordinarily provides an authenticated passport with a notarised Turkish translation and a Turkish potential tax identification number. A foreign corporate shareholder generally provides current evidence of its existence and authorised signatories, together with a resolution approving the Turkish incorporation and its principal terms. If a foreign legal entity is appointed to the board of a joint-stock company, the individual acting on its behalf must also be identified.
Documents executed outside Turkey must follow the authentication route applicable between the issuing state and Turkey, commonly an apostille or, where that route is unavailable, consular legalisation, followed by Turkish translation and notarisation. A representative also needs a power of attorney covering the registry, tax, banking and other assigned steps. The final document set depends on the company type, shareholder profile, activity and practice of the competent registry.
Effects of Registration
Once the file is accepted, registration gives the company legal personality. The registry then notifies the relevant tax office and Social Security Institution and arranges publication in the Turkish Trade Registry Gazette. Those integrations remove separate incorporation notifications, but they do not complete the tax, employment, banking, licensing or representation steps required before operations begin.
IV. ETDS Obligations for Companies Registered From 1 January 2026
Scope of the Obligation and the System User
Within that formation sequence, the ETDS obligation applies irrespective of foreign ownership and covers the company forms within the Communiqué, including the joint-stock and limited liability forms most commonly used for foreign investment. Companies whose establishment is subject to Ministry of Trade permission, including banks, insurance companies, financial leasing and factoring companies, asset management companies and companies subject to capital-markets legislation, form a separate group under the Communiqué. Their transition period ended on 1 January 2026, and new companies in those sectors must also meet the applicable sector-specific formation requirements.
A company outside the compulsory scope may opt into ETDS. If it does, both the share ledger and the general assembly meeting and negotiation ledger must be kept electronically, so the voluntary decision determines the medium of both books. Once books are maintained in ETDS, they may not be returned to physical form.
During preparation of the company contract in MERSİS, an individual is designated as the ETDS system user and operates the books for the company. The designation should correspond with the proposed management and representation structure rather than serve only as an administrative entry. The access arrangements should also permit replacement of the user without loss of control over the corporate records.
Relationship With the Accounting Books
Although ETDS is activated through the incorporation process, it applies only to non-accounting commercial books. It does not replace the journal, general ledger, inventory book or separate tax and electronic-ledger rules applicable according to the company’s taxpayer status, turnover and activity. Corporate-book and accounting-book compliance should therefore be managed as related but distinct workstreams, with separate responsibilities and filing calendars.
V. Post-Registration Tax, Social Security and Banking Steps
ETDS activation does not complete the incorporation follow-up. After registration, the company should confirm that its tax registration, Social Security record and signatory arrangements match the registry entry. Employee notifications, workplace registration and any sector-specific operating permit remain separate obligations. Bank-account activation and know-your-customer review likewise follow the bank’s requirements and are not completed merely by the company acquiring legal personality.
VI. General Assessment
Registration now both gives the company legal personality and activates its ETDS books. For a foreign corporate shareholder, the parent resolution, current corporate status and signatory authority, authentication and Turkish translation, capital and banking arrangements, and designation of the ETDS user usually determine whether those two parts of the process remain aligned. Resolving these matters before the registry appointment reduces inconsistencies among the parent approval, Turkish articles, registration file and electronic books.
The separate 31 December 2026 minimum-capital regime applies to existing companies whose registered capital remains below the statutory thresholds and is addressed in our current minimum-capital update.
