Evaluation of Share Transfers under the Electronic Commercial Ledger System from a Tax Law Perspective

General Overview of ETDS 

The following companies are obliged to keep their ledgers electronically under the provisions of the Communiqué:

• Companies registered with the trade registry as of 1 January 2026.
• Banks and companies subject to the permission of the Ministry of Trade (“Ministry”) for establishment and articles of association amendments, including leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, holding companies incorporated as joint-stock companies, foreign exchange offices, general warehousing companies, licensed agricultural product warehousing companies, commodity exchange companies, independent audit companies, supervision companies, technology development zone management companies, companies subject to the Capital Markets Law, and free zone founder and operator companies.

According to the Communiqué, companies required to switch to ETDS must complete the necessary procedures for the transition from physical ledgers to electronic form within 2 months starting from 1 July 2025.

Other companies may voluntarily keep the ledgers falling within the scope of this Communiqué electronically. However, in this case, all such ledgers must be kept electronically.

With the Communiqué, it becomes mandatory to keep the following ledgers electronically: (i) Share Ledger, (ii) Board of Directors’ Resolution Ledger, (iii) Board of Managers’ Resolution Ledger, and (iv) General Assembly Meeting and Negotiation Ledger.

The ledgers kept electronically in accordance with the procedures and principles specified in the Communiqué are recognized as valid statutory ledgers. Opening and closing approvals are not required for electronically kept ledgers. 

Tax Implications of Share Transfer Transactions Under ETDS

With ETDS, keeping the share ledger and the board of directors’ resolution ledger electronically facilitates the instantaneous recording of share transfers and the auditing of retrospective changes. For shares existing within a company or acquired following a transfer, it is important from a tax perspective that:

1. The shares are issued as share certificates and entered into ETDS, and
2. The board decisions regarding the issuance of share certificates or share transfers are promptly recorded electronically in the board of directors’ resolution ledger.

In this respect, where a share transfer is made by an individual under Article 80/1 of the Income Tax Law No. 198, capital gains derived from share certificates of fully liable corporations held for more than two years are exempt from income tax. Therefore, the holding period of share certificates (or interim share certificates) in printed form is highly significant for income tax purposes. In this context, ETDS records play a critical role in proving the issuance date of share certificates in terms of their acquisition and transfer.

Where companies undertake share transfer transactions, if the participation exemption under Article 5/1-e of the Corporate Tax Law is to be applied, although the issuance of share certificates is not required, ETDS records serve as probative evidence regarding the transfer date, sales price, and share ratio.

Similarly, under Article 17/4-g of the VAT Law No. 3065, deliveries of share certificates are exempt from VAT, provided that the board resolution on the issuance of such certificates is recorded in ETDS.

Therefore, electronic ledger entries concerning share transfer transactions must be made in compliance with ETDS procedures and as promptly as possible, as they are critical for tax consequences. Delays in the board’s decision to issue share certificates for companies within the scope of ETDS may lead to significant tax implications. 

Special Provisions for Banks and Financial Institutions

With the amendment published in the Official Gazette dated 14/08/2025 and numbered 32986, changes were introduced to the Communiqué. Accordingly, banks subject to the supervision of the Banking Regulation and Supervision Agency (BRSA), asset management companies, and leasing, factoring, finance, and savings finance companies are excluded from the scope of the Communiqué concerning the electronic keeping of board of directors’ resolution ledgers. These companies may continue to keep their board of directors’ resolution ledgers physically as before. However, this exemption does not apply to their other ledgers (e.g., share ledgers, general assembly ledgers) or to other publicly held companies. 

Situation of Share Ledgers in Publicly Held Companies

Publicly held companies must carefully monitor the relevant e-commercial ledger regulations and amendments. From a legal perspective, publicly held companies are also obliged to keep share ledgers, without prejudice to the provisions of capital markets legislation regarding registered shares monitored by the Central Securities Depository (“MKK”).

For dematerialized shares traded on the stock exchange, all transactions, including transfers and establishment of usufruct rights, are reflected in the MKK system through investment institutions. For non-listed shares, such shares are tracked either in a joint account opened by the issuer or in investor accounts maintained with investment institutions at the shareholder’s preference. This comprehensive record-keeping system may create discrepancies between the records kept by the company in its share ledger and those maintained by the MKK. While changes in ownership of shares are reflected instantly in the MKK system, it is practically impossible to update the physically kept share ledger simultaneously. The high volume of daily transactions in publicly held joint-stock companies with many shareholders makes it difficult to continuously update the share ledger.

The uncertainties encountered in practice regarding physically kept share ledgers persist, and the provisions introduced by the Communiqué have arguably increased the complexity, leading to divergent practices among publicly held companies. Whether physical share ledgers should be closed in companies monitored by the MKK, whether additional electronic ledgers should be maintained before the Ministry of Trade, and whether incomplete historical records must be entered into the physical ledgers when only current data are required to be transferred into electronic ledgers are issues that need to be clarified in connection with the Communiqué. 

Conclusion

With the implementation of ETDS, share transfer transactions have become more transparent, traceable, and auditable in terms of both commercial law and tax law. Particularly, the mandatory electronic ledger-keeping requirement for all new companies established after 01.01.2026 will ensure a uniform practice for documenting share transfers and determining tax obligations. For existing companies that are required or choose to keep their ledgers electronically under the Communiqué, it is crucial from a tax perspective to analyze the status of share issuance and ensure timely ETDS entries. In this respect, it will also be beneficial for companies planning share transfers to regularly monitor and update their share ledgers and related board resolutions in ETDS.