The Communiqué on Notification and Registration of Bearer Shares to the Central Registry Agency
The Communiqué on Notification and Registration of Bearer Shares to the Central Registry Agency ("Communiqué") entered into force after being published in the Official Gazette dated April 6, 2021 and numbered 31446. Within the scope of this Communiqué, regulations have been made regarding the following subjects:
1. Issuance and Delivery of Bearer Share Certificates
Pursuant to the Communiqué, bearer share certificates will be issued in accordance with the decision of the board following the full payment of all share prices.
The board decision and details of the bearer shareholders to whom each certificate will be distributed should be notified to the Agency by the persons authorized to represent the company. This notification should also include the company's contact information. In the system of the Central Registry Agency (“CRA”), a special number is given to each bearer share certificate and the bill is recorded on behalf of the shareholder.
In companies subject to independent audit, the decision of the board of directors must also be published on the company's website. In the Communiqué, it is stipulated that the transactions of printing the share certificates, notifying them to CRA and delivering them to the shareholders will be completed within three months from the date of the full payment of the share prices. Not to mention, if the board fails to notify CRA during this period upon application, an administrative fine will be imposed on the company.
2. Transfer of Bearer Share Certificates and Notification of Transfer
In the event of transfer of bearer shares, the notification obligation will rest with the transferee and the transfer will take effect with the notification to be made to CRA by the transferee.
For transfers based on complete succession such as inheritance, necessary changes will be made in the CRA registrations upon the notification to be made by the concerned parties together with the document showing the right ownership.
3. Provision of the Shareholders’ Chart by CRA
In general assembly meetings, the shareholders’ chart provided by CRA will be taken into account for bearer shareholders. The shareholders’ chart prepared by CRA will be taken from the CRA system on the day of the general assembly. In case the general assembly meeting will be held electronically over MKK's Electronic General Meeting System, the shareholder chart will be taken from the Electronic General Meeting System without the need to make a separate request.
4. Cancellation of the Bearer Share Certificates
If the share certificate is canceled due to a capital decrease or a change in the share certificate, the registration for the relevant year will be canceled from the MKK system upon the notification to be made by the company with the decision regarding the cancellation. If the company is withdrawn from the trade registry, the records regarding the bearer share certificates will be canceled directly by MKK upon notification or ex officio.
5. Effect of Registration
In case the CRA is not notified, holders of bearer share certificates will not be able to exercise their rights based on the shares arising from the Turkish Commercial Code (“TCC”) until the necessary notification is made. Date of notification made to CRA via electronic methods will be taken as basis in the assertion of the rights against the company and third parties.
Shares subject to seizure and measure, minors, restricted persons and heirs must follow the procedure specified in the Communiqué.
6. Liabilities of the Bearer Shareholders
People holding bearer share certificates on the effective date of the Communiqué will apply to the relevant company to be notified to the CRA until December 31, 2021 at the latest. The relevant company shall notify and register the shares with the CRA within 5 working days. In case the shareholders do not apply to the company, they will not be able to use their rights attached to the shares arising from the TCC until they make the application.
The shareholders who have applied to the company by December 31, 2021 but have not yet been notified to CRA by the company will also be taken into consideration while preparing the list of attendees for the general assembly meeting.
The fees to be applied by CRA for the notifications and a sample notification form to the company are included in the annex of the Communiqué.