Books of Companies in Turkey

Books of Companies in Turkey

Books of companies in Turkey are governed by the Turkish Commercial Code (TCC), Tax Procedural Law, and other relevant regulations, including the Turkish Accounting Standards (TMS) and Turkish Financial Reporting Standards (TFRS). Proper BK ensures compliance with the tax, legal, and regulatory obligations, and it is crucial for financial transparency and accountability.

Books to be Kept

• Every merchant, regardless of whether they are a natural or legal person, is required to keep a journal, inventory book, and general ledger.
• In addition to the books listed above, sole proprietorships must also keep a general assembly meeting and negotiation book.
• In addition to the books listed in the first paragraph:
• Joint-stock companies, partnerships limited by shares, and cooperatives must keep a share ledger, board of directors’ resolution book, and general assembly meeting and negotiation book.
• Limited liability companies must keep a share ledger and general assembly meeting and negotiation book.
• Commercial enterprises without legal personality established by the State, special provincial administrations, municipalities, villages, and other public legal entities to be managed under private law or operated commercially, as well as commercial enterprises established by public benefit associations and foundations that spend more than half of their income on public service, and other similar commercial entities without legal personality, are also required to keep journal, inventory book, and general ledger.

1.Journal Book

The journal is the book in which transactions that must be recorded are taken from related documents and recorded regularly by date in the form of “entries.”

Each journal entry must include at least the following information:

a) Entry number

b) Date

c) Debit account

ç) Credit account

d) Amount

e) Type, date, and number (if any) of the supporting documents

The journal must be bound and its pages must be sequentially numbered; loose-leaf journals may also be used if they comply with tax laws.

2.General Ledger Book

The general ledger is the book that systematically classifies and summarizes the transactions recorded in the journal under the appropriate accounts.

Entries in the general ledger must include at least:

a) Date

b) Entry number from the journal

c) Amount

ç) Names of auxiliary final accounts in group accounts

3.Inventory Book

The inventory book is a bound and sequentially numbered book in which the assets and liabilities (such as real estate, receivables, debts, and cash) are recorded individually at the beginning of a business and at the end of each financial year.

The accounting period may not exceed twelve months. Inventory must be prepared within a period consistent with normal business activity and, in any case, within three months of the end of the accounting period, and recorded in the book. Tax Procedure Law provisions remain reserved.

4.Share Ledger

The share ledger is a bound and sequentially numbered book used to record:

shareholders in limited liability companies, partnerships limited by shares, and cooperatives,

shareowners in joint-stock companies.

In joint-stock and partnerships limited by shares, the share ledger must record holders of non-certificated and registered shares, as well as usufruct right holders. Required information includes:

a) Name/surname or title of the shareholder

b) Contact details

c) Names/titles of any usufruct right holders and the shares they are entitled to

ç) Contact details of usufruct right holders (if any)

d) Nominal value of the share

e) Number and total value of shares held

f) Type/class of share

g) Date of acquisition

ğ) Date of registration in the ledger

h) Whether the share is certificated and its type

ı) Explanations on acquisition and transfer

No acquirer or usufruct right holder can be recorded in the ledger unless it is proven that the share has been duly transferred or a usufruct right has been established.

Only those recorded in the ledger or who prove ownership of bearer shares are recognized as shareholders or usufruct right holders in joint-stock and limited-by-shares partnerships.

Bearer shares that are later certificated are deleted from the ledger within 10 days of delivery to the shareholder and noted accordingly.

In limited companies, the ledger records each partner’s name, address, number of capital shares, their transfer history, nominal values, group classifications, and any rights of pledge or usufruct, including names and addresses of the right holders.

In cooperatives, it records each member’s name, address, date and reason of entry/exit, committed capital shares, collections/refunds, and decisions of the board with their date and number.

Each shareholder is tracked on a separate page; new shareholders or transferees are also recorded separately.

Provisions of the Capital Markets Law regarding dematerialized shares monitored by the Central Securities Depository remain valid.

5.Board of Directors’ Resolution Book

The board of directors’ resolution book is a bound and sequentially numbered book in which board decisions of joint-stock companies, cooperatives, and partnerships limited by shares are recorded.

Each entry must include at least:

a) Date of decision

b) Decision number

c) Attendees

ç) Content of the decision

d) Signatures of members

If a decision is made based on a member’s proposal with written approval of others or via electronic participation, this must be specified.

In such cases, the signed paper(s) are pasted into the resolution book.

If all members participate electronically and use secure electronic signatures, a note stating this must be included in the resolution text, and a printed version must be attached.

If participation is mixed (some physical, some electronic), this must be indicated with corresponding signatures and secure e-signatures.

Electronic records of such meetings must be securely stored under Article 65 of the Law.

Decisions made via wet-ink signature under Article 390(4) must be pasted into the resolution book; otherwise, they are invalid.

Any member may request to include a dissenting opinion (annotation) in the resolution text, and such requests cannot be refused or altered.

6.General Assembly Meeting and Negotiation Book

The general assembly meeting and negotiation book is a bound and sequentially numbered book where decisions and discussions at the general meetings of legal entity traders are recorded.

This can be done by recording questions, answers, proposals, and decisions in real time or by attaching a prepared meeting report.

In general or limited partnerships, decisions taken by managing partners must also be recorded in this book.

In limited liability companies, decisions of the manager or board of managers may be recorded here, or a separate manager’s decision book may be kept. If such a separate book is kept, the provisions related to the board of directors’ resolution book, including opening and closing certification, apply. If decisions are recorded in the general assembly book, Article 10(2) must be followed. If a separate manager’s book is used, such decisions must not be entered into the general assembly book.

Books of companies in Turkey are generally kept by professional accountants or financial advisors to ensure compliance. Please feel free to contact us for more information and further inquiries about our unique services. You can also subscribe to Tacirsoft Hukuk Bilgi Sistemi, that is Turkey’s only Corporate Law and Organized Industrial Zones Law database.