The situation where managers whose term of office has ended do not transfer commercial ledgers, minute books, and financial documents belonging to their term of office to the new management is subject to different legal regulations depending on the type of institution (Company, Cooperative, Site Management).
1. Condominium Law (Site and Apartment Management)
Duty to Deliver: Pursuant to Article 36 of the Condominium Law, the manager is obliged to keep the resolutions of the board of unit owners and all expense documents in a file.
Intervention of the Judge: If the former manager refrains from delivering the documents, the intervention of the judge can be requested from the civil court of peace pursuant to Article 33 of the Condominium Law.
Sanction: Those who fail to make the delivery despite the judge’s decision are subject to an administrative fine pursuant to Article 33/final of the Condominium Law.
2. Turkish Commercial Code (Joint Stock Companies and Limited Liability Companies)
Non-transferable Authority: Pursuant to Article 375/1-f of the Turkish Commercial Code, keeping the share, board of directors’ resolution, and general assembly meeting books is a non-transferable and inalienable duty of the board of directors.
3. Cooperatives Law (Construction and Operating Cooperatives)
3 Business Day Rule: According to Law No. 1163, Art. 62/2 , managers whose term has ended must hand over the books and documents under their responsibility from the date of the general assembly within 3 business days to the new management with a report.
Imprisonment Penalty: Board members who act contrary to this obligation are punished, according to Additional Article 2 of the Law, with imprisonment from 3 months to 2 years and a judicial fine.
4. Criminal Liability and Tax Legislation
Breach of Trust: A manager who does not return the books entrusted to them due to a service relationship can be prosecuted for the crime of “Breach of trust due to service” (imprisonment from 1 to 7 years) under Turkish Penal Code (TCK) Art. 155/2.
Tax Evasion (Concealment): Failure to present books, which have a 5-year retention obligation according to Tax Procedure Law (VUK) Art. 253, to the authorities constitutes the crime of “concealment” under VUK Art. 359/a-2, and imprisonment from 18 months to 5 years is prescribed.
Points to Consider in Practice:
Burden of Proof: The burden of proving that the books were delivered is, as a rule, on the former manager. Delivery must be made with a written report to prevent loss of rights.
No Right of Retention: The manager or financial advisor does not have a right of retention (lien) over the ledgers on the grounds that they have a receivable from the company/cooperative.
Period for Certificate of Loss: If the ledgers are indeed lost, an application must be made to the court within 30 days (TCC Art. 82/7) from the date of learning about the loss.
1. Legislative Framework and General Obligations
The failure of managers whose term has ended to transfer the commercial ledgers, minute books, and financial documents pertaining to their term of office to the new management is subject to different legal regulations and sanctions depending on the type of institution concerned.
| Institution Type | Primary Legislation | Delivery Period / Procedure | Primary Sanction |
|---|---|---|---|
| Cooperatives | 1163 S.K. art. 62/2, Annex 2 | 3 business days from the general assembly | Imprisonment from 3 months to 2 years and judicial fine |
| Companies (Inc./Ltd.) | TCC art. 375, 82 | Non-transferable authority; 10-year retention period | Liability for damages and criminal risks |
| Site/Apartment | CCP art. 33, 36 | Retention and transfer of decision and expense documents | Judge’s intervention and administrative fine |
| General (Criminal) | TCC art. 155/2, Tax Proc. Law art. 359 | Return at the end of the service relationship | Crimes of breach of trust and concealment |
2. Delivery of Books and Documents in Cooperatives
In accordance with Article 62 of the Cooperatives Law No. 1163, board members whose term has ended must deliver the money, goods, ledgers, and documents under their responsibility to the new management by an official report within three business days from the date of the general assembly meeting (Istanbul Regional Court of Justice, 45th Civil Chamber-2024/1692-2025/186 -19.02.2025).
Burden of Proof: The burden of proving that the ledgers and documents were delivered rests with the former manager. Delivery must be made with a written report; allowing the new management to inspect the ledgers is not considered a proper delivery (Court of Cassation, 23rd Civil Chamber-2014/1386-2014/6353 -16.10.2014).
Responsibility of the Board Chairman: The cooperative chairman is personally responsible for the safekeeping and transfer of documents throughout their term of office (Court of Cassation, 23rd Civil Chamber-2017/806-2020/2184 -23.06.2020).
Invalidity of Excuse: The former management’s failure to deliver the ledgers does not constitute a valid excuse for the new management to not fulfill its legal obligations, such as registration; the new management is obliged to resort to legal remedies (Izmir Regional Court of Justice, 20th Civil Chamber-2021/252-2021/200 -10.03.2021).
Obstruction of Official Operations: Failure to return the minute book can prevent the new management from issuing signature circulars and registering the general assembly, bringing the cooperative’s official operations to a halt (Izmir 4th Civil Court of Commerce-2025/260-2025/408 -09.05.2025).
3. Situation in Commercial Companies (Joint Stock and Limited)
Pursuant to Article 375/1-f of the TCC, keeping the books is the board of directors’ non-transferable and inalienable duty.
Presumption of Delivery and Proof: When the company management changes, it is presumed that the books have also passed to the new management. However, the burden of proof that the former manager delivered the books rests with them (Istanbul Regional Court of Justice 43rd Civil Chamber-2024/1444-2025/893 -26.06.2025). If the company’s head office and administration have passed to the new management, it is assumed that the books have also been received (Istanbul 21st Civil Commercial Court-2019/1152-2021/478 -30.06.2021).
Obstacle of Loss Certificate: Pursuant to Article 82/7 of the TCC, a loss certificate can only be obtained in cases of disasters such as fire, flood, or theft. The books remaining with the former manager or financial advisor are not considered “lost”; in this case, a delivery lawsuit should be filed, not a loss certificate lawsuit (Istanbul 20th Civil Commercial Court-2022/758-2023/234 -28.03.2023).
Manager’s Fault and Dismissal: The fault of managers who are proven to have received the documents but cannot prove that they returned them may be a reason for their dismissal (Adana Regional Court of Justice 9th Civil Chamber-2023/310-2026/904 -15.04.2026).
4. Condominium Law (Site and Apartment Management)
Pursuant to Article 36 of the Condominium Law, the manager is obliged to keep and hand over all decisions and expense documents.
Judicial Intervention: In case the former administrator avoids delivering the documents, judicial intervention can be requested from the civil court of peace in accordance with Article 33 of the Property Ownership Law (KMK) (Court of Cassation 18th Civil Chamber-2009/946-2009/1359 -19.02.2009).
Nature of a Portable Debt: The delivery obligation must be fulfilled by the former administrator, as the debtor, by carrying it to the new administrator, as the creditor (Court of Cassation 20th Civil Chamber-2017/4436-2017/6563 -20.09.2017).
Sanction: Those who fail to make the delivery despite a court order are warned that an administrative fine will be imposed in accordance with Article 33/final of the Property Ownership Law (KMK) (Court of Cassation 20th Civil Chamber-2017/4843-2017/7546 -11.10.2017).
5. Criminal Liability and the Status of Financial Advisors
Abuse of Trust: An administrator or financial advisor who fails to return the books entrusted to them due to a service relationship will be prosecuted in accordance with Article 155/2 of the Turkish Penal Code (TCK).
No Right of Retention: Financial advisors or administrators do not have a right of retention (lien) over the books on the grounds that they are creditors. A fee dispute cannot be a reason for not returning the documents (Court of Cassation 11th Criminal Chamber-2022/10256-2023/397 -06.02.2023).
Tax Legislation: Failure to present books that are required to be kept for 5 years in accordance with Article 253 of the Tax Procedure Law, within the scope of Article 359/a-2 of the Tax Procedure Law, “concealment” constitutes a crime.
6. Points to Consider in Practice
Case Requirements: When filing a delivery lawsuit, the requested documents must be clearly specified, and concrete evidence must be presented to show that these documents are in the possession of the defendant. Otherwise, since an unenforceable decision cannot be rendered, the lawsuit will be dismissed (Ankara 1st Civil Court of Commerce-2024/63-2025/245 -16.04.2025).
Loss Certificate Period: If the books are genuinely lost (fire, theft, etc.), an application must be made to the court within 30 days (Turkish Commercial Code Art. 82/7) from the date of learning. In some cases, this period is applied as 15 days (Izmir 4th Civil Court of Commerce-2021/809-2022/144 -22.02.2022).
Rights of Third Parties: The dispute over the delivery of books between the old and new management does not affect the cooperative’s debts or responsibilities towards third parties; this internal matter cannot be raised against third parties (Konya Regional Court of Justice 6th Civil Chamber-2020/2070-2023/159 -25.01.2023).
Frequently Asked Questions
The former manager is not handing over the minute book, what can I do?
First, a written warning is issued. If no result is obtained, the new management ensures the delivery of documents by requesting judicial intervention from the civil court of peace in accordance with Article 33 of the Property Ownership Law (KMK). If the time limit given by the court is not complied with, an administrative fine is imposed as per Article 33/final of the KMK; additionally, a criminal complaint can be filed under Article 155/2 of the Turkish Penal Code (TCK).
Were the books delivered, and who is obliged to prove it?
As a rule, the burden of proof lies with the former manager. Therefore, delivery must be made with a written record explicitly itemizing the documents received. Merely “allowing inspection” is not considered proper delivery.
Can the former manager withhold the books claiming “I have receivables from the management”?
No. The manager or financial advisor does not have a right of lien (withholding) over the books and documents on the grounds of being a creditor. A dispute over receivables is a separate matter; documents must be delivered in all circumstances.
Is failing to deliver documents a crime?
It can be. A manager who fails to return the books and documents entrusted to them due to their duty may be prosecuted for the crime of breach of trust in service (Article 155/2 of the TCK). This is a separate criminal liability from the administrative fine.
Is the delivery period different in cooperative management?
Yes. In cooperatives, board members whose term has ended must deliver the books and documents with a record within 3 business days from the date of the general assembly; non-compliance entails imprisonment and a judicial fine under Law No. 1163. In sites/apartments, the procedure involves judicial intervention and an administrative fine.
Resources and Our Related Articles
Official source: Condominium Law No. 634 (mevzuat.gov.tr)
Legal Ways to Change the Site Manager and Appoint a New Manager
Condominium Law Article 34: Majority by Number and Land Share (Double) in Manager Election
Why is Expert Legal Support Necessary?
Book and document delivery disputes depend on presenting the correct claim (judicial intervention, administrative fine, or criminal complaint) in the correct order, clearly specifying the requested documents, and ensuring the delivery/proof is carried out properly. An ambiguous lawsuit can result in an unenforceable decision, while an incorrect warning can lead to a waste of time. To secure the functioning of the new management as soon as possible, it is crucial to properly structure the process from the outset.
2M Law Office provides support to apartment and site managements in the Tuzla, Pendik, Kartal, Maltepe and Gebze/Kocaeli region regarding condominium law and site management law, management transfer, delivery of books and documents, and judicial intervention cases. For an assessment regarding your specific case: 2mhukuk.com
This article is for general informational purposes; it does not constitute legal advice or legal services. Each dispute should be evaluated under its specific conditions.
