Newsletter on The Amendments to The Turkish Commercial Code
Significant changes have been made in terms of bearer share certificates of the joint stock companies under the Turkish Commercial Code No. 6102 (“TCC”) .
Amendments made to the provisions on bearer share certificates:
• Bearer share certificate holders shall be notified to the Central Securities Depository of Turkey (“CSD”).
• Person who proves to be the holder of the bearer share certificate and notifies the CSD is authorized to exercise its rights arising from the shareholding against the company.
• The list of attendees of the general assembly of shareholders’ meeting which contains information about the bearer share certificate holders will be prepared according to the shareholders’ chart to be obtained form the CSD.
• The procedures and principles on obtaining the shareholders’ chart from the CSD will be regulated under a communiqué to be issued by the Ministry of Trade.
• The obligation to obtain the entrance card to the general assembly for the bearer share certificate holders has been removed.
• The transfer of bearer share certificates will be completed following the notification to be made to the CSD, and bearer share certificate holders will not be able to exercise their rights arising from the TCC without such notification.
• The date of notification made to the CSD will be taken as a basis for exercising the rights of bearer share certificates against the company and third parties.
• The CSD may share information about bearer share certificate holders with relevant authorities within the framework of the legislation.
Regulations for the current bearer share certificates holders:
• Pursuant to the provisional article 14 of the TCC, bearer share certificate holders are obliged to apply to the joint stock company with their share certificates in order to notify the CSD until December 31, 2021 .
• The bearer share certificate holders who fail to apply will not be able to exercise their shareholding rights until the required application to the joint stock company is made.
• An administrative fine of TRY 20,000 will be imposed on those who fail to notify the CSD prior to the distribution of bearer share certificates.
• An administrative fine of TRY 5,000 will be imposed on the transferee if the transferee fails to notify the CSD following the transfer of the bearer share certificates.
Regulation on Company Books:
With the amendment made in article 64 of the TCC; the Ministry of Trade may oblige the companies to keep the share ledger, board of directors’ resolution book and general assembly meeting and discussion book electronically.
The provisions on bearer share certificates shall be effective as of April 1, 2021 and the provision regarding the company books, on the other hand, entered into force on the publication date of the Official Gazette, December 12, 2020.