Zülal Erbil

Apprentice Lawyer

According to Turkish Commercial Code numbered 6102, share certificates are stated under the title of ‘Seventh Section- Securities (Assets and Bonds) – First Part – Share Certificates’. Share certificates are separated to two sections as ‘share to bearer’ and ‘registered certificate’. Hereunder, legal regulations regarding the registered share certificates will be examined in detail. The Commercial Code certainly states the separations on share certificates, requirements as to form, printings, share transfers and restrictions on share transfers from 484^th article to 501^st article.

The regulation about the registered share certificates to be printed is stated under the 486^th article of Commercial Code and it is regulated as ‘The registered share certificates will be printed and given to all registered share certificate owners in the event of the minority’s demand. Therefore, the necessity for the registered share certificates to be printed occurs in case of junior partners’ demand.

The requirements as to form on registered share certificates are regulated under the 487^th article of Commercial Code. In share certificates, ‘It is condition to state the title of the company, capital of the company, date of the foundation, capital on the date of the foundation, the composition of the printed share certificate, the registration date of the printed share certificate, the type of the share certificate, the nominal value of the share certificate, the amount that the certificate involves and to be signed by at least two of the persons who are entitled to sign on behalf of the company’. The Code mentions non-public corporations by mentioning close corporation.

Regulations regarding the form of the share certificates are also stated under the article of 487/2. Accordingly, ‘Registered share certificates must also indicate names, surnames or business names and place of residences of their owners and the amounts paid for them. These share certificates shall be recorded in the share ledger.’

In this regard, company’s share certificates must be signed by two authorized persons of company. Under the clause of signature, signatures must belong company’s authorized persons and for these persons to be sharer is not an obligatory.