I. Legislation
Terms such as e-invoice, e-archive invoice, and e-delivery note were regulated in General Communiqué No. 509 on the Tax Procedure Law (“Communiqué”), which was issued on January 22, 2022, and repealed previous communiqués on the matter. Certain provisions of this Communiqué were subsequently amended under Communiqué No. 535. In this framework, these terms are respectively defined as follows: (i) “An invoice created generated electronically in accordance with the conditions set forth in this Communiqué,” (ii) “Electronic invoices generated in digital environment in accordance with the conditions set forth in this Communiqué, excluding e-invoices,” and (iii) “A delivery note generated electronically in accordance with the conditions set forth in this Communiqué.”
Although the use of electronic invoices still is steadily increasing, the legal framework for e-invoices in Türkiye is not newly introduced. The e-invoice system began in 2010 with General Communiqué No. 397 on the Tax Procedure Law. Later, the scope of the application was expanded with Communiqués No. 433, 454, and 509.
According to the provisions in the Communiqué, which regulate the obligation to issue documents electronically and the conditions to be followed in doing so: e-invoices are sent directly to the recipients who are users of the e-invoice application through the e-invoice portal, while e-archive invoices are sent either in paper form or electronically to recipients who are not registered in the e-invoice system, upon request, via the e-archive invoice application. In e-archive invoices, the original of the invoice sent to the recipient is considered a second copy, with the electronic version retained by the issuer as the original. The Communiqué stipulates that those who are included in the e-archive invoice application and sell goods and services online are obliged to transmit the e-archive invoices related to their sales electronically. Additionally, section IV.2.4.5 of the Communiqué specifies the type of delivery note to be sent in cases where an e-archive invoice is used.
II. Legal Validity and Fines
E-invoices and e-archive invoices are not new types of documents; they have the same legal status as invoices issued in paper format. Therefore, as long as it contains the necessary elements, issuing an invoice electronically does not make it invalid or result in different legal consequences.
Failure to issue, receive, or properly prepare invoices that should be in electronic form, entering amounts different from the actual amounts in these documents, issuing them on paper when they should be electronic except for cases specified by the Ministry of Treasury and Finance, or the cases of being deemed not to have been issued at all according to the relevant articles of the Tax Procedure Law No. 213 are considered special procedural violations. In such cases, those required to issue and receive these documents are subject to a special procedural penalty amounting to 10% of the amount to be written on the document or amount of difference (but not less than the nominal value determined for that year).
Therefore, in cases such as where an e-invoice is issued retrospectively beyond the 7-day limit or lacks the required mandatory information, in which case it shall be deemed not to have been issued at all, or in case a paper invoice is issued instead of an electronic invoice (unless otherwise exempted by the Communiqué), both the seller and the buyer may be subject to a fine.
Article 353 of the Tax Procedure Law applies not only to invoices but also to a wide range of documents, including: (i) invoices, expense receipts, agricultural receipts, and professional receipts, (ii) retail sales receipts, receipts from cash registers, passenger transport tickets, delivery notes, self-arranged transport notes, passenger lists, daily customer lists, and documents for which the Ministry of Treasury and Finance has imposed a mandatory regulation. For the first group, both the issuer and the recipient are subject to fines, while for the second group only the issuer is fined, and the amounts of fines are different.
In addition to the fines mentioned above, if the conditions are met, a tax loss penalty may also be applicable.
It should be noted that the provision does not distinguish between e-invoices and e-archive invoices. Rather, it applies to situations where a paper document is issued instead of an electronic document. However, even though the law is framed in this manner, in order to avoid the risk of a broad interpretation of the Communiqué’s provisions, the safest approach would be to ensure that an e-invoice is sent in situations where one is required.
Another point to note is that the legal consequence of issuing a paper invoice instead of an e-invoice is not the invoice being deemed as “not issued at all,” but rather a special procedural violation, resulting in an administrative monetary fine. By contrast, failure to meet the required elements or issuing an invoice outside the required timeframe would lead to the invoice being deemed as “not issued at all” in addition to the fine.
III. Objection and Proof
It has been stated above that invoices issued retrospectively beyond the 7-day limit will be deemed not to have been issued at all, and this rule applies to both paper and electronic invoices. However, it should be noted that an invoice is not the only instrument that can be useful as proof of the sale of goods or provision of services, and the mere fact that an invoice was issued at a later date, or a paper invoice was issued instead of an electronic invoice does not mean that the goods or services were not provided.
Regarding this subject, under Article 21 of the Turkish Commercial Code No. 6102, it is stipulated that “If the recipient of an invoice does not object to the contents of the invoice within eight days from the date of receipt, the contents shall be deemed accepted.” while Article 1525 states that “Subject to the express agreement of the parties and without prejudice to the third paragraph of Article 18, notices, warnings, objections and similar statements, invoices, confirmation letters, applications for shares, calls for meetings and electronic sending and electronic storage agreements made pursuant to this provision may be issued, sent or objected to electronically and shall have effect once approved”.
However, even if there is no objection to the invoice within 8 days, if no contractual relationship exists between the parties or if no goods or services were provided, the mere fact of having sent an unchallenged invoice is not sufficient for proof. Therefore, the expiry of the 8-day period does not automatically convert the invoice into a contract. It constitutes rebuttable presumption that shifts the burden of proof, only in relation to standard invoice content, within the context of an existing contractual relationship, therefore it is possible to prove otherwise.
While the Turkish Commercial Code allows for the issuance of invoices electronically if agreed upon by the parties, the relevant dispositions should still apply where the parties are obligated to send invoices electronically under tax legislation. However, the 8-day period should not be applied in a way to cause a loss of rights for the recipient if the invoice does not reflect the actual situation.
In terms of the obligations of preservation and submission, it should be stated that if an invoice is sent electronically, it should be stored electronically, and the digital file must be retained in its original electronic form without being deleted even if it is printed out. This will also be useful in terms of proof, since the accuracy and validity of the electronic signature and relevant financial seal can only be verified in digital environment.
As e-invoices are sent directly through the portal to registered users, there should be no issue with the recipient’s address. In contrast, regarding e-archive invoices, problems may be encountered in practice from time to time with being sent to the wrong e-mail address or not being sent at all. Court rulings often do not require sending invoices to registered email addresses (KEP addresses) and instead focus on the email addresses agreed upon by the parties or those registered in the system. Therefore, it is essential to keep these addresses updated and notify any changes.
In the event that a seller fails to issue an electronic document when required or issues it in paper form without exemption, or if the issued invoice does not comply with the rules, the recipient should report this situation to the authorities within five days from the date the document should have been issued. By doing so, for the documents in group (i) mentioned above, such as invoices, expense receipts, agricultural receipts, and professional receipts, the buyer (the recipient of the invoice) will avoid paying a penalty and will also enable a threefold penalty to be applied to the other party. For documents in group (ii), the buyer may trigger the imposition of a threefold penalty on the other party.
For situations where an invoice needs to be canceled or contested, it would be beneficial to refer to the 2025 updated guides: Guide on E-Invoice Application Cancellation, Notification/Objection and Guide on E-Archive Application Cancellation, Notification/Objection.
IV. E-Delivery Note and Logistics Documents
In the Communiqué, delivery notes are regulated under the e-delivery note concept, while the self-arranged transport notes are treated separately. A properly issued and transmitted delivery note in electronic form holds the same legal status as a paper one. Companies subject to the e-delivery note obligation must issue these documents electronically, just like companies required to issue e-invoices. Failure to do so may result in fines under Article 353, as mentioned above. If the required elements are not included properly, the document is deemed not to have been issued at all under Article 227.
Regarding origin and circulation documents, the Ministry of Trade, in an announcement on January 18, 2024, listed the countries that issue these documents electronically and stated that they will be accepted after inspection.
In terms of proforma invoices, it can be said that these can be issued and sent in paper form or electronically in an optional manner at the discretion of the parties, since they pass for an offer and do not have a form requirement.
V. Conclusion
In conclusion, it is vital for entities to ensure timely issuance of electronic invoices, incorporating all requisite components, and transmitting them in accordance with the applicable legislation. This extends to electronic documents other than e-invoices. Moreover, the recipient’s verification of these documents is also crucial. It is essential to carefully check which documents need to be issued electronically and the necessity for such diligence is contingent upon the size and sector of the business in question. These requirements are outlined in Communiqué No. 509 and the amendments under Communiqué No. 535. It is crucial and highly recommended to remain fully apprised of the most recent legislative developments pertaining to the scope and requisite components of e-documents. Relevant updates and useful information are also published on the official website ebelge.gib.gov.tr, available in Turkish.
