Commercial Bookkeeping Obligations in Turkey and What They Mean for Foreign Shareholders

Foreign investors who set up or join a Turkish company often treat commercial books as "the accountant's job." Yet the Turkish Commercial Code (Law No. 6102) places the bookkeeping obligation directly on the merchant, meaning the company itself. Books that are not kept in proper form can trigger consequences ranging from administrative fines to the loss of an evidentiary advantage in litigation, and even aggravated liability in bankruptcy. This article explains the legal framework and the key points that foreign shareholders managing a Turkish company from abroad should understand.

Legal Basis: TCC Articles 64-88

The core rules on commercial books appear in Articles 64 to 88 of the TCC. Under Article 64, every merchant must keep commercial books and record in them, in a clearly visible manner, their commercial transactions, the economic and financial situation of the business, debt and receivable relationships, and the results of each accounting period. The books must be kept so that a third-party expert can, within a reasonable time, form an opinion about the business and its financial position.

Article 65 sets out how the books are kept: entries are made in Turkish; completely, accurately, on time and in an orderly manner; and no entry may be crossed out or altered in a way that makes the original content unascertainable. Article 66 requires an inventory at the end of each accounting period, and Article 88 requires financial statements to be prepared in line with Turkish Accounting Standards.

Which Books Must Be Kept, and the Notarization Formalities

A joint-stock company (A.Ş.) must generally keep the following commercial books:

• Journal (yevmiye defteri),
• General ledger (defter-i kebir),
• Inventory book (envanter defteri),
• Share ledger (pay defteri),
• Board of directors' resolution book (yönetim kurulu karar defteri),
• General assembly meeting and negotiation book.

In a limited liability company, the managers' resolution book replaces the board resolution book, while the general assembly book and share ledger obligations remain.

Under Article 64/3, the opening notarization of physically kept books is done before they are first used. For joint-stock and limited companies, these opening approvals may also be carried out by the trade registry directorate at incorporation; in later years the opening approval is obtained by the end of the month preceding the first month of the accounting period in which the book will be used (as a rule, end of December). As to the closing notarization, the journal must be closed by the end of the sixth month of the following accounting period (end of June) and the board resolution book by the end of the first month of the following period (end of January). Where books are kept electronically (e-Ledger), these approvals are not required.

The Evidentiary Weight of Commercial Books (CCP Article 222)

The use of commercial books as evidence in a commercial dispute is governed by Article 222 of the Code of Civil Procedure (Law No. 6100). For the books to be admitted as evidence, they must be kept lawfully and completely, with opening and closing approvals obtained, and the entries must corroborate one another.

The crucial point is that commercial books can serve as evidence both for and against the party who kept them. Properly kept books may work in favor of their owner, unless the counterparty's books contradict them. Conversely, under Article 222/4, books lacking opening or closing approvals, or whose entries do not corroborate one another, become evidence against their owner. In other words, an improperly approved book hands the opposing party a weapon.

Consequences of Failing to Keep Proper Books

Non-compliance has consequences on three levels:

1. Administrative fine: Article 562 of the TCC imposes an administrative fine on those who fail to keep the books, obtain approvals, or draw up an inventory. For 2026, this fine is applied at TRY 88,997 per violation.
2. Loss of evidentiary advantage: As explained above, an improperly kept book is useless in court and may even turn against its owner.
3. Criminal and insolvency dimension: Where commercial books do not exist, contain no entries, or are not properly preserved, Article 562/6 provides for a judicial fine; deliberately entering false records subjects the responsible persons to imprisonment under Article 562/8. In a bankruptcy or liquidation, disorderly books aggravate the manager's liability and weaken their position before creditors.

A Practical Guide for Foreign Shareholders

In practice, bookkeeping is delegated to a Turkish certified accountant (SMMM/YMM), which is both correct and common. However, the legal addressee of the obligation remains the company and its governing body — delegating to an accountant does not remove liability. Foreign shareholders are therefore advised to know these basics:

• Confirm each year that opening and closing approvals are obtained on time (note the end-of-June and end-of-January deadlines in particular).
• Check whether you fall within the scope of the e-Ledger/e-Invoice regime.
• Ensure the share ledger and general assembly book are kept up to date; these books are decisive in share transfers and shareholder disputes.
• Establish coordination between your accountant and your legal counsel, since accounting entries and corporate law decisions are frequently intertwined.

Frequently Asked Questions

I delegated the books to my accountant — am I still responsible? Yes. Even though the actual keeping is left to the certified accountant, the party legally obligated and liable before the TCC is the company and its governing body. That is why knowing the basic calendar and duties matters.

Can I keep all my books electronically? For many taxpayers the e-Ledger is mandatory or possible. Notary/trade registry approval is not required for the journal and board resolution book kept electronically, but access to and readability of the records must be ensured.

Will a book with a missing approval help me in court? No. Under Article 222 of the CCP, a book lacking opening or closing approval cannot serve as evidence in favor of its owner; it may instead become evidence against them.

Is the penalty for not keeping books only a fine? No. Alongside the administrative fine, a judicial fine and imprisonment may also arise where books are entirely absent or contain false records.

How Mona Hukuk Can Help

At MONA HUKUK in Antalya, we support foreign-capital companies in planning their bookkeeping obligations, tracking the approval calendar, legally reviewing share ledger and general assembly records, and assessing the evidentiary value of commercial books in potential disputes. Through our network of certified accountants, we manage accounting and legal processes under a single point of coordination so that foreign shareholders can run their Turkish companies with confidence.

For advice in Antalya, you can write to contact@monahukuk.com or call +90 (242) 606 14 32.