The Union of Turkish Public Notaries issued an information letter (“Information Letter”) on 11 November 2015 regarding implementation of the Communiqué on Commercial Books, which has been published in the Official Gazette on 19 December 2012 by the Ministry of Customs and Commerce as well as the Ministry of Finance (“Communiqué”). The Communiqué outlines procedures for merchants and cooperatives regarding commercial books, including registration periods and form, as well as procedures for notarial attestations related to opening, renewing and closing commercial books. The Information Letter clarifies issues which have caused practical problems.
Clarifications outlined in the Information Letter include:
- In limited companies, resolutions regarding company management which are adopted by the board of directors can be recorded in the shareholders’ meeting and negotiation book, as well as in a separate book kept for board of directors’ resolutions. If a separate board of directors’ resolution book is kept:
- It will be subject to provisions applicable to board of directors’ resolution books for joint stock companies, including the matters related to notarial attestations for opening and closing.
- Board of directors’ resolutions cannot also be recorded in the shareholders’ meeting and negotiation book.
- If share ledgers and shareholders’ meeting and negotiation books contain a sufficient number of sheets, they can be used in the following accounting period, without a notarial attestation for opening.
- If board of directors’ resolution books, general journals, stock books and general ledgers have a sufficient number of sheets, they may be used in the following accounting period, provided a notarial attestation for their renewal is made during the first month of the new accounting period.
- Various clarifications are made regarding commercial registry certificates (“Certificate”):
- A Certificate is required during the incorporation process for notarial attestation for opening commercial books kept by companies. Notarial attestation to open commercial books kept by real person and legal entity merchants (other than companies) does not require a Certificate.
- For notarial attestation to open accounting periods following the company’s initial incorporation, a Certificate is required for companies, real persons and legal entity merchants.
- A back-dated Certificate can be used if there is no change to the Certificate’s information.
- A Certificate must be presented to renew commercial books.
- If commercial books kept by merchants are lost during the legislatively required retention period (due to disasters such as fire, flood, earthquake or theft), merchants can request a certificate of loss. The request must be made to the competent court located at the company headquarters, within 15 days of discovering the loss.
- Commercial books subject to notarial attestation for closing which do not receive the attestation by the legal deadline can receive the necessary attestation until the end of the same year. Notaries performing the attestation in this manner bear no liability. The same principle also applies to notarial attestations for renewals and openings which could not be performed within the legal period.
- In principle, it is not possible to notarize commercial books for previous years. However, notarization can be performed for the preceding year where less than one month has elapsed after the start of operations in the previous year, or the notarization deadline for additional books.
- Without prejudice to administrative penalties indicated in the Turkish Commercial Code, a board of directors’ resolution book which was not notarized for renewal in the preceding year, but has been used by the company since then, can be notarized in the current year.
- If a share ledger has never been kept before, a new share ledger can be formed by obtaining the written statement and a notarial attestation for opening.
- Information on the amount of subscribed and paid in share capital which will be written in the book for its opening will be written according to the statement of the concerned, without requiring relevant documentation.
Please see this link for the full text of the Information Letter (only available in Turkish).