The digitalization of commercial law has reached a significant milestone with the transition of commercial ledgers to electronic media. Pursuant to Article 64(4) of the Turkish Commercial Code (“TCC”), non-accounting books such as the share ledger, the board of directors’ resolution book, and the general assembly meeting minutes book are also classified as commercial books, and the Ministry of Trade is authorized to mandate that these books be maintained electronically. Within this legal framework, the Electronic Commercial Ledger System (“ECLS”) has been implemented, making it compulsory for designated commercial companies to maintain the aforementioned books through this system.
Throughout the process, the scope of the system was re-evaluated, and with the Amendment to the Communiqué on the Electronic Maintenance of Commercial Books Not Related to Enterprise Accounting dated September 20, 2025 (“Regulatory Amendment”), the board of directors’ resolution book was removed from the mandatory scope and became optional; the requirement was restricted solely to the share ledger and the general assembly meeting minutes book. This article examines the general assembly processes of companies obliged to maintain electronic ledgers, the fundamental legal distinctions between joint-stock and limited liability companies, the methods for generating resolutions electronically or recording them via scanning, the concept of evidentiary value in favor of the holder within the context of the law of evidence, and the impact of delayed uploads on annulment actions.
ECLS, established by the Ministry of Trade, is a central infrastructure that allows for the electronic generation, storage, and presentation of share ledgers and general assembly meeting minutes books. According to legal regulations, as of January 1, 2026, all commercial companies to be registered in the trade registry, as well as companies whose incorporation and articles of association amendments are subject to the permission of the Ministry of Trade, are obliged to maintain their books electronically on this system. According to the Guide, the books maintained within the ECLS are recognized as valid statutory books only if they fully comply with the procedural and technical principles set forth in the Communiqué. Furthermore, companies whose incorporation is subject to Ministry permission must continue maintaining their books electronically even if they are in the process of liquidation. To ensure operational ease, the Regulatory Amendment removed the board of directors’ resolution book from the mandatory electronic scope, leaving it to the companies’ discretion. Pursuant to the relevant communique, companies that begin maintaining their books electronically cannot revert to physical books for any reason. In the event of non-compliance where physical books continue to be used, the books shall be deemed not maintained in accordance with legal procedures and shall lose their status as evidentiary value in favor of the holder.
DISTINCTIONS IN BOOK TYPES AND RECORDING PROCEDURES BETWEEN JOINT-STOCK AND LIMITED LIABILITY COMPANIES
While the ECLS covers both types of commercial companies, fundamental differences exist in book types and recording methods due to their corporate structures.
In joint-stock companies, the share ledger, the board of directors’ resolution book, and the general assembly meeting minutes book are maintained as separate books. In limited liability companies, maintaining a separate resolution book for the board of managers is not a legal requirement and is left to the company’s preference. If a separate board of managers’ resolution book is not maintained, the decisions made by the manager or the board of managers regarding company management are recorded directly into the general assembly meeting minutes book and uploaded to the system accordingly. ECLS provides a flexible structure for limited liability companies; managers’ board resolutions may be kept in a separate optional book or, in its absence, may be stored within the general assembly minutes book.
DECISION-MAKING PROCEDURES AND PHYSICAL RETENTION PERIOD
The procedures for adopting general assembly resolutions differ significantly between joint-stock and limited liability companies. While joint-stock companies require a formal meeting (either physically or via the Electronic General Assembly System (“EGAS”) limited liability companies may adopt resolutions through the “circular resolution” method, where written approvals are given to a proposal by one of the partners pursuant to Article 617(4) of the TCC.
However, a vital detail regarding the law of evidence arises here: scanning and uploading documents bearing wet-ink signatures of partners does not, by itself, discharge all obligations. While the ECLS is a recording environment, the physical minutes and other supporting documents must be preserved to be presented upon request. Pursuant to Article 82 of the TCC, merchants are obliged to keep these physical originals for a ten-year physical retention period. If these documents are destroyed, the electronic records will lack a legal basis, and the books will be deemed not maintained in accordance with the law.
EXECUTION OF GENERAL ASSEMBLY MEETINGS, MINISTRY REPRESENTATIVES, AND THE LEGAL NON-EXISTENCE SANCTION
A major difference regarding the validity of resolutions is the institution of the Ministry Representative. In joint-stock companies, the presence of a Ministry Representative is strictly mandatory for meetings concerning capital increases/decreases, changes in type, mergers, divisions, and meetings utilizing electronic participation. Resolutions adopted in their absence or without their signature are invalid and deemed legally non-existent. In limited liability companies, there is generally no requirement for a Ministry Representative. Uploading a resolution that is devoid of its constitutive elements and characterized by legal non-existence to the ECLS does not grant it legal existence or validity. The system is not a validating authority that cures legally defective acts.
ELECTRONIC GENERATION OR RECORDING BY SCANNING
The ECLS is not a direct venue for adopting resolutions but a repository system in which resolutions of duly adopted assemblies are preserved. Resolutions bearing wet-ink signatures from physically convened general assemblies are processed into the system by generating them electronically or recording them via scanning into a portable document format.
During the upload, it is a technical requirement to leave sufficient space at the bottom of the scanned minutes for the system to generate a verification code and a QR code. For transactions with third parties, the electronic book file containing the QR code and verification code generated by the system must be taken as the basis, rather than the physical originals. Additionally, if an incorrect document is uploaded to the system, it cannot be deleted; the system user must instead upload the correct document with a detailed explanation regarding the error.
ARTICLE 222 OF THE CODE OF CIVIL PROCEDURE AND EVIDENTIARY VALUE IN FAVOR OF THE HOLDER
The evidentiary power of resolutions processed in the ECLS is evaluated under Article 199 of the Code of Civil Procedure (“CCP”) as electronic documents and within the framework of Article 222 of the CCP. For commercial books to constitute evidence in favor of the holder, they must be kept completely and in accordance with the law. If companies fail to maintain books properly, violate the principle of irreversibility, or fail to retain physical supporting documents for ten years, the electronic records lose their status as evidence in favor of the holder. In such cases, the books can only constitute evidence against the company maintaining them.
To mitigate these risks, the corporate management is obliged to regularly oversee the actions performed by the system user. The Guide recommends that all members of the board be granted at least ‘viewing’ authorization to effectively fulfill this oversight duty. For transactions with third parties and official institutions, presenting the electronic book file containing the verification code is essential, rather than the physical originals.
THE EFFECT OF DELAYED UPLOADS ON ANNULMENT ACTIONS
ECLS regulations mandate that general assembly resolutions be uploaded by the system user without undue delay. Whether a resolution that was validly adopted but not transferred or was uploaded very late constitutes a violation of Article 445 of the TCC is a matter of doctrinal debate.
According to the prevailing legal view, the mere act of late uploading does not create a substantive defect and thus does not directly constitute ground for annulment. However, such a delay should be considered a serious irregularity that impairs the status of the book as being “duly maintained” under Article 222 of the CCP, thereby stripping it of its status as evidentiary value in favor of the holder.
As a conclusion, the ECLS ensures that general assembly resolutions are preserved in a modern and transparent digital infrastructure. It is imperative for companies to recognize the principle of irreversibility and to maintain the wet-ink signed physical minutes for the ten-year physical retention period. While differences in corporate structures and the requirement for Ministry Representatives determine the legal validity of the documents, the system does not grant legal existence to resolutions that are null and void due to legal non-existence. Since deficiencies or delays in the recording process may lead to the loss of evidentiary value rather than just the risk of annulment, full compliance with legal procedures under Article 222 of the CCP is an absolute necessity for corporate management.
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