Article 64/3 of the Code of Commerce Act No 6102 (Turk Ticaret Kanunu- it will be referred to as TTK) states that the procedure and principles of opening and closing approvals of commercial books kept electronically or physically in accordance with the Turkey Accounting Standards and the procedure to keep these records shall be regulated via a notice regulated by the Ministry of Customs and Trade.
In this context, a notice (“the Notice”) numbered 28502 was prepared by the Ministry of Customs and Trade and the Ministry of Treasury and entered into force on its publication in the Official Gazette dated 19th of December, 2012. In accordance with Article 1 of the Notice, the purpose is “to determine how commercial books should be kept in electronically or physically by real persons and legal entities and to determine the procedure and principles in registration time, approval and opening and closing of commercial books.”
In case a real person has e-signature or a legal entity has obtained a fiscal seal and an approval to benefit from electronic bill application; providing that an approval of software compatibility that will be used to keep, save, approve, withhold and submit the accounts is obtained, the said persons may keep electronic books.
Within this context, in particular the Board of Directors Resolution Book is one of the book is obligatory to keep and in case when a Board of Directors Resolution is taken by electronic attendance of some shareholders or upon a request from a shareholder and written consent of the other shareholders, this situation shall be stated in the Board of Directors Resolution Book.
Another imposed obligation is that, in case all shareholders attend the meeting electronically and the resolution is signed by e-signature, this situation shall be stated in the resolution and a physical resolution shall be attached to the book. In case some of the shareholders attend to the meeting physically and the others attend electronically, it shall be stated that the electronic attendants signed the resolution by e-signatures and physical attendants signed by handwritings and the physical resolution shall be attached to the book.
The legislator aimed to provide security for electronic registries and there is a reference to the Article 65/4 of TTK where it was stated “in case accounts and other registries are held in electronic environment, it is obligatory to make these data available and readable at any time during the withheld period”.
In the Notice, the Electronic Accounts General Notice numbered 28141 prepared by the Ministry of Customs and the Trade and Ministry of Treasures is also referred. By the mentioned Notice the necessary steps to keep electronic books have been shown:
• Electronic accounts shall be commenced to be kept in accordance with the standards published on www.edefter.gov.tr and on a monthly basis. The accounts and the book may only be kept either electronically or physically.
• Electronic accounts shall be kept in order to obtain certificate and submit when required.
• In the electronic account keeping process, certification of the first month is deemed as opening approval, certification of the last month is deemed as closing approval.
The process to obtain certificate is specified as follows;
• Signing the electronic account by e-signature for real persons, and by fiscal seal for legal entities until the last day of the month after the related months with the electronic accounts,
• Creating certification files for the signed or sealed books,
• Submitting the created certification files to the Revenue Administration via Electronic Book Application.
Certification of the electronic books only proves constancy in electronic books; it does not certify the context of it.
The electronic files created in accordance with the abovementioned steps shall be deemed as legal books in relation to the Tax Procedure Law and the TTK.
The Revenue Administration shall withhold the said certification files in order to submit with the other related electronic books when required. The same withhold and submit obligation is valid for real persons or legal entities who keep the books. However this obligation comprises all electronic registry and data, data base files, storage medium and all certification and image devices related to the accuracy, integrity and constancy of electronic books; and to make the electronic books available, understandable and complete and production of hard copies.
By the Notice numbered 28502 regulated by the Ministry of Customs and Trade and the Ministry of Treasury, the procedure to keep electronic accounts have been clarified.