This guide explains when the parties' books can be accepted as evidence under Article 222 of the Code of Civil Procedure (HMK), the opening and closing certifications required by Article 64 of the Turkish Commercial Code (TCC), what happens when one side does not produce its books, the duty to keep books and correspondence under TCC Article 82, the court's power to order production even against a foreign party under TCC Article 83, and how book evidence fits into mediation, an objection to a payment order and an action to annul that objection.
In a Turkish commercial case, Article 222 of the Code of Civil Procedure (Hukuk Muhakemeleri Kanunu, HMK) sets the conditions for the parties’ commercial books (ticari defterler) to be accepted as evidence of a receivable: they must have been kept completely and properly under the law, their opening and closing certifications must have been obtained, and their entries must confirm each other. Books kept that way can be accepted as evidence in their owner’s favour where the other side’s books kept under the same conditions do not contradict them, where the other side does not produce its books, or where the contrary has not been proven by a deed or other conclusive evidence; they cannot be used in the owner’s favour if the other side’s properly kept books contain no record at all on the matter. Book records without opening or closing certifications and whose entries do not confirm each other are evidence against their owner.
For a foreign supplier, lender or service provider with an unpaid receivable from a Turkish company, this matters in two ways. The creditor may want to rely on its own accounts, and it may want the court to look at the Turkish debtor’s books, which a Turkish merchant is required to keep under the Turkish Commercial Code (Türk Ticaret Kanunu, TCC). This guide sets out what the statutes say on both sides, with the provisions cited at each step. It does not discuss tax bookkeeping rules.
1. What Are Commercial Books, and Who Must Keep Them?
Commercial books are the books a merchant keeps under the Turkish Commercial Code to record its business. TCC Article 64(1) requires every merchant to keep commercial books and to show in them, clearly and in accordance with the Code, its commercial transactions, the economic and financial position of its business, its debt and receivable relationships and the results obtained in each accounting period.
The same paragraph sets a standard for the way the books are kept. They must be kept so that third-party specialists examining them within a reasonable time can form an opinion on the activities and the financial position of the business, and the formation and development of the business activities must be traceable from the books. For a creditor, this is one reason commercial books are relevant to a payment dispute: a debt and receivable relationship is among the things the books are required to show.
The books are not limited to accounting records. TCC Article 64(4) provides that books not related to the accounting of the business, such as the share register, the board of directors’ resolution book and the general assembly meeting and minutes book, are also commercial books. The Ministry of Trade may require the share register, the board resolution book and the general assembly book to be kept electronically, and the provisions of the Capital Markets Law are reserved (Article 64(4), sentences added in 2020).
Alongside the books, TCC Article 64(2) obliges the merchant to keep a copy of every document it sends in relation to its business, whether as a photocopy, carbon copy, microfiche, computer record or similar copy, in written, visual or electronic form. Copies of reminder letters, statements of account and invoices sent to a customer fall within this duty.
2. When Can Commercial Books Be Accepted as Evidence?
For commercial books to be accepted as evidence in commercial cases, HMK Article 222(2) sets three conditions. The books must have been kept completely and properly under the law, their opening and closing certifications must have been obtained, and their entries must confirm each other. The paragraph states that these conditions are required (şarttır).
The first condition refers back to the bookkeeping rules. A book that is incomplete, or that was not kept in the manner the law prescribes, does not meet it. The second condition, the certifications, is set out in detail in TCC Article 64(3) and is discussed in the next section. The third condition looks at internal consistency: the entries in the different books must confirm one another, for example the entry in the journal and the related entry in the ledger.
Article 222 applies in commercial cases (ticari davalar). A claim by a foreign supplier against a Turkish company for the price of goods delivered in the course of both businesses is the kind of dispute in which the parties’ books may be examined. Whether a particular case is a commercial case depends on the TCC and other laws, and the court decides it.
Two procedural points sit around the conditions. Under HMK Article 222(1), the court may order the parties to produce their commercial books in commercial cases of its own motion or at the request of one of the parties. Under HMK Article 219(2), certified copies of the relevant parts of documents in continuous use, such as commercial books, may be submitted to the court in place of the whole book.
3. Opening and Closing Certifications: Paper Books and Electronic Books
The certification rules in TCC Article 64(3) are the second limb of the HMK Article 222(2) test, and they differ between books kept on paper and books kept electronically.
For books kept on paper, the opening certifications of the journal (yevmiye defteri), the general ledger (defteri kebir) and the inventory book (envanter defteri), and of the books listed in Article 64(4), are made by a notary at the time of incorporation and before the books are used. In later accounting periods, the opening certifications must be obtained from a notary by the end of the month preceding the first month of the period in which the books will be used. The share register and the general assembly meeting and minutes book may continue to be used in later periods without a new opening certification, provided they have sufficient pages.
The closing certification of the journal must be obtained from a notary by the end of the sixth month of the following accounting period, and that of the board of directors’ resolution book by the end of the first month of the following accounting period. Where a notary makes the opening certification, the notary must ask for the trade registry certificate. For joint stock companies and limited liability companies, the opening certifications made at the time of registration with the trade registry are made by the trade registry directorates.
For books kept electronically, TCC Article 64(3) provides that no notary or trade registry directorate approval is required for their opening or for the closing of the journal and the board of directors’ resolution book. The words or trade registry directorate were added to this sentence in 2018. The procedures and principles for keeping physical and electronic books, the timing of entries, renewal of certification and the form of opening and closing certifications are set by a communiqué issued under the same paragraph.
A creditor that relies on books, its own or the debtor’s, should therefore ask early in the file whether the books are on paper or electronic and, for paper books, whether the opening and closing certifications for the relevant year exist. For electronic books, the party relying on them should be ready to show that they were kept in line with TCC Article 64(3) and the communiqué issued under it.
4. When Do the Books Count in Their Owner’s Favour?
Books meeting the conditions of HMK Article 222(2) can be accepted as evidence in favour of their owner and the owner’s successors where one of three alternatives in Article 222(3) is satisfied; the paragraph states that this is required (gerekir). The records in the other side’s commercial books kept under the same conditions must not contradict them, or the other side must not produce its commercial books, or the contrary of the book records must not have been proven by a deed (senet) or other conclusive evidence.
The second alternative was introduced by Law No. 7251 of 22 July 2020, which replaced the earlier wording referring to the other side’s books containing no record on the matter with the words the other side does not produce its commercial books. The same amendment inserted the two sentences that now follow (the official text marks them as added by Article 23 of Law No. 7251).
The first added sentence deals with silent books. If the other side’s commercial books, kept in accordance with the conditions in paragraph 2, contain no record at all on the matter in question, the commercial books cannot be used as evidence in favour of their owner. For a creditor, this means that its own properly kept ledger cannot be used as evidence in its favour where the debtor’s properly kept books contain no record at all of the transaction. The claim then has to rest on other evidence.
The second added sentence deals with selective use. In books kept in accordance with these conditions, the records in favour of the owner and those against the owner cannot be separated from each other. A party relying on its own book cannot present the entries that support it and set aside the entries that weaken it, such as a credit note or a partial payment recorded in the same account.
The structure of Article 222(3) leads to a practical list of questions for a creditor preparing a claim.
- Are our books kept under paragraph 2? Completeness, certifications and consistency come first; without them paragraph 3 does not come into play in our favour.
- What do the debtor’s books show? If they are kept under the same conditions and contradict ours, our records do not count in our favour under the first alternative.
- Will the debtor produce its books? If it does not, the second alternative is satisfied.
- Is there a deed or other conclusive evidence to the contrary? If the contrary has been proven that way, the third alternative is not met.
- Are the debtor’s books silent on the transaction? If its properly kept books contain no record at all, our books cannot be used in our favour.
5. What Happens If the Other Side Does Not Produce Its Books?
Three provisions deal with non-production. Under HMK Article 222(3), the other side’s failure to produce its commercial books is one of the alternatives that lets properly kept records be accepted as evidence in their owner’s favour. Under Article 222(5), where one party has stated that it will accept the records in the commercial books of the other party, which is a merchant, and the opposing party avoids producing its books, the party that requested production is deemed to have proven its claim. HMK Article 220 sets out the general rules on a party that does not produce a document.
The text of Article 222(5) reads that, even if one of the parties is not a merchant, it states that it will accept the records in the commercial books of the other party, which is a merchant; however, if the opposing party avoids producing its books, the party that requested production is deemed to have proven its claim. The provision is written for the situation in which one side offers to rely on the other side’s books. A creditor considering this route should make the statement expressly and request production, so that the record of the case shows both steps.
HMK Article 220 governs documents in general. Under Article 220(1), where the court is satisfied that the document requested is necessary to prove the matter asserted and that the request complies with the law, and the other party admits that the document is in its possession, remains silent on the request, or the existence of the document is apparent from an official record or admitted in another document, the court gives a final time limit for its production. Under Article 220(2), a party that denies holding the document is offered an oath that it does not hold such a document, could not find it despite searching with care and does not know where it is.
Under Article 220(3), if the party ordered to produce the document does not produce it within the time given and does not show an acceptable excuse with its evidence within the same time, or denies holding it and does not accept or take the oath offered, the court may, depending on the situation, accept the other party’s statement on the content of the document. The verb is may: the provision gives the court a discretion.
The general duty behind these rules is in HMK Article 219(1): the parties must produce to the court all documents in their possession on which they or the opposing party rely as evidence. Electronic documents are submitted as a printout and, on request, recorded in electronic form suitable for examination.
When books are produced, TCC Article 84(1) provides that the parts of the books relating to the dispute are examined with the participation of the parties and, if found necessary, copies are taken of the relevant pages. TCC Article 83(2) adds that the provisions of the civil procedure code on preparatory steps in actions requiring a trial and on the obligation to produce deeds (senetler) apply in commercial matters as well.
6. Uncertified, Inconsistent Book Records Are Evidence Against Their Owner
HMK Article 222(4) provides that commercial book records without opening or closing certifications and whose entries do not confirm each other are evidence against their owner. Such records do not meet the conditions of paragraph 2, to which paragraph 3 refers, so they cannot be accepted in their owner’s favour under paragraph 3; paragraph 4 makes them evidence against it. The paragraph is worded for records that meet both descriptions; Article 222 does not separately say how records that lack a certification but whose entries confirm each other, or the reverse, are treated, and the court assesses that.
For a foreign creditor, this rule points towards the debtor’s books. A Turkish buyer whose books lack an opening or closing certification and whose entries do not confirm each other may face, as evidence against it, entries that record the supplier’s invoices as payable or an agreed account balance. The court assesses the weight of each entry on the whole file, together with the contract, the invoices, the delivery documents and the correspondence.
The rule also works in the other direction. A creditor whose own book records lack an opening or closing certification and contain entries that do not confirm each other should expect the debtor to rely on any entry in those books that weakens the claim, such as a recorded set-off or discount.
7. Which Documents Must a Merchant Keep, and for How Long?
A Turkish merchant must keep its commercial books and related documents for ten years under TCC Article 82(5), counted from the end of the calendar year in which, among the other events listed in Article 82(6), the last entry was made in the books, the correspondence took place or the accounting documents came into existence. The documents are listed in Article 82(1) and must be kept in a classified manner.
The list in Article 82(1) covers four groups: (a) commercial books, inventories, opening and interim balance sheets, financial statements, annual activity reports and group financial statements and reports, with the working instructions and other organisational documents that make them easier to understand; (b) business letters received; (c) copies of business letters sent; and (d) the documents on which the entries made under Article 64(1) are based. Article 82(2) defines business letters as all correspondence relating to a commercial transaction; correspondence exchanged with a customer about an order or an account can fall within that wording.
Except for opening and interim balance sheets, financial statements and group financial statements, the documents may be kept on image or data carriers, provided that this is also consistent with the Turkish Accounting Standards, that they match the received business letters, the underlying documents of the books and the visual and other documents in content when made readable, and that the records are accessible at any time during the retention period and can be made readable within a suitable time (Article 82(3)).
Article 82(7) deals with loss. If books and documents that a merchant must keep are lost within the statutory retention period through a disaster such as fire, flood or earthquake, or through theft, the merchant may, within thirty days of learning of the loss, ask the competent court where its business is located to issue it a document. The action is filed without an opposing party, and the court may order the collection of the evidence it finds necessary. The thirty-day period replaced a fifteen-day period by Law No. 7417 of 1 July 2022.
Article 82(8) covers the end of a business. On the death of a merchant who is a natural person, the heirs keep the books and papers under the first paragraph, and a merchant who gives up trading keeps them itself. Where the estate is officially liquidated or the legal entity has ceased to exist, the books and papers are kept by the court of peace (sulh mahkemesi) for ten years.
For a creditor, the retention duty is the reason a Turkish debtor can be expected to hold the books and correspondence for the years in which the receivable arose, and the reason a production request can be framed by reference to specific years and accounts.
8. The Foreign Creditor’s Position
TCC Article 83(1) addresses foreign parties directly: in commercial disputes, the court may order the production of the parties’ commercial books of its own motion or at the request of one of the parties, even if they are foreign natural or legal persons. A foreign creditor that sues in Türkiye should therefore expect that the court may ask it to produce its own books.
HMK Article 222 does not itself say how books kept under a foreign legal system are measured against the conditions in paragraph 2, which refer to books kept completely and properly under the law with opening and closing certifications. The court assesses that question. A foreign creditor should not build its claim on the assumption that its own ledger will benefit from Article 222(3), and should prepare the documents that prove the receivable independently of the books: the contract or order, the invoices, transport and delivery documents, statements of account and the correspondence in which the debtor acknowledged or did not dispute the balance.
The debtor’s books are a different matter. A Turkish company is subject to TCC Articles 64 and 82, and the court may order it to produce its books under HMK Article 222(1) and TCC Article 83(1). A request that names the accounts and periods concerned, with the supporting invoices, gives the court a concrete basis for ordering production of the relevant parts under HMK Article 219(2) and TCC Article 84(1).
9. The Rules Compared
| Situation | What the statute provides | Provision |
|---|---|---|
| Books meet the three conditions | Can be accepted as evidence in commercial cases: kept completely and properly under the law, opening and closing certifications obtained, entries confirm each other | HMK Article 222(2) |
| Owner relies on its own books | Can be accepted as evidence in the owner's favour if the other side's equally kept books do not contradict them, or the other side does not produce its books, or the contrary is not proven by a deed or other conclusive evidence | HMK Article 222(3), first sentence |
| Other side's properly kept books are silent | The owner's books cannot be used as evidence in the owner's favour | HMK Article 222(3), second sentence (2020) |
| Entries for and against the owner | In books kept under paragraph 2, cannot be separated from each other | HMK Article 222(3), third sentence (2020) |
| No opening or closing certification and entries do not confirm each other | Evidence against their owner | HMK Article 222(4) |
| Party offers to accept the merchant's books, opponent avoids production | The requesting party is deemed to have proven its claim | HMK Article 222(5) |
| Document ordered but not produced without acceptable excuse | Court may, depending on the situation, accept the other party's statement on its content | HMK Article 220(3) |
| Production order against a foreign party | Possible in commercial disputes, of the court's own motion or on request | TCC Article 83(1) |
| Electronic books | No notary or trade registry approval required for opening and for closing of the journal and board resolution book | TCC Article 64(3) |
| Retention | Books, letters received, copies of letters sent and supporting documents kept for ten years from the end of the relevant calendar year | TCC Article 82(1), (5), (6) |
10. How Book Evidence Connects to Collection
Book evidence comes into play once a receivable is disputed before a court. Three statutory steps frame where that happens for a foreign creditor collecting a commercial debt.
The first is mediation. Under TCC Article 5/A(1), in the commercial cases listed in Article 4 of the TCC and in other laws, applying to a mediator before filing the action is a condition of action in actions for receivables and compensation whose subject is a sum of money and in actions for annulment of an objection, negative declaration and restitution. A creditor planning a court action for an unpaid commercial invoice should complete that step first.
The second is the objection to a payment order. Where the creditor has started enforcement and the debtor has objected, our guide to defending against a Turkish payment order explains that stage from the debtor’s side. Once an objection is served, İİK Article 68(1) allows the creditor to ask the enforcement court to remove the objection within six months of service of the objection if the enforcement is based on a deed containing an acknowledgment of debt whose signature is admitted or certified by a notary, or on a receipt or document issued by official departments or competent authorities within their powers and in due form. Our guide to removing a debtor’s objection covers that route.
The third is the action for annulment of the objection. Under İİK Article 67(1), a creditor whose enforcement request has met an objection may, within one year from service of the objection, apply to the court and sue for annulment of the objection by proving the existence of its receivable under the general rules. In that action, for a commercial receivable, commercial books, production orders and the rules of HMK Article 222 and TCC Article 83 can come into play. Under İİK Article 67(5), a creditor that misses the one-year period keeps the right to sue for its receivable under the general rules.
The underlying claim is also subject to limitation periods, which run separately from the evidence questions discussed here; see our guide to limitation periods for commercial debts.
11. A Checklist for a Creditor Relying on Commercial Books
The provisions above lead to a short set of steps for a creditor preparing a Turkish receivable claim.
- Collect the documents first. Contract or orders, invoices, delivery and transport documents, statements of account and all correspondence on the transaction, since business letters are part of what a merchant keeps (TCC Article 82(1) and (2)).
- Review your own books. Check completeness, certifications and the match between entries (HMK Article 222(2)); remember that in books kept under paragraph 2 the entries for and against you cannot be separated (Article 222(3)).
- Identify the debtor’s books. Ask whether they are kept on paper or electronically and which periods and accounts concern your receivable (TCC Article 64(3)).
- Request production. Ask the court to order production of the relevant parts of the debtor’s books (HMK Articles 222(1) and 219(2); TCC Articles 83(1) and 84(1)); consider whether to state that you will accept the debtor’s records (HMK Article 222(5)).
- Plan for non-production and silence. Non-production satisfies one alternative of Article 222(3); silent but properly kept books on the other side prevent the use of your books in your favour.
- Check the procedural route. Mediation before a commercial money claim (TCC Article 5/A(1)); removal of the objection where the documents fit İİK Article 68(1); an annulment action within the period in İİK Article 67(1).
Book evidence is one part of a recovery strategy. Our overview of debt collection and enforcement in Türkiye explains how the enforcement routes connect, and our debt collection practice page describes how we act for foreign creditors.
