As our readers may recall from our previous article dated 21 January 2021, several articles under the Turkish Commercial Code no. 6102 were amended to provide for a notification obligation for bearer share transfers. Accordingly, the owners of bearer share certificates were obliged to apply to the joint-stock companies in which they hold shares until 31/12/2021 to enable the notification of their bearer share certificates to the Central Securities Depository. We had also explained that the procedures and principles regarding the notification and registration of bearer share certificates to the Central Securities Depository and the relevant fees will be determined under a communiqué by the Ministry of Trade. The said Communiqué has now come into force upon its publication in the Official Gazette dated 06/04/2021 and numbered 31446, titled “The Communiqué on the Notification and Registration of Bearer Share Certificates to the Central Securities Depository” (the “Communiqué”).
The Communiqué regulates the following matters:
- Issuance, distribution, and transfer of bearer share certificates (Articles 4 and 5);
- Obtaining the shareholders' schedule for bearer share certificates from the Central Securities Depository (Article 6);
- How the Central Securities Depository shall keep, share and cancel the records, and the effect of registration (Articles 7, 8, 9 and 10);
- The procedural requirements for notifications (Article 11);
- How the companies and shareholders shall be informed about the existing or new registrations (Article 12);
- The status of shares subject to attachment or legal measures (Article 13);
- Notifications of minors, persons under legal disability, and heirs (Article 14);
- The fees to be applied by the Central Securities Depository (Article 15);
- The notification procedure for individuals who own a bearer share certificate as of the date of publication of the Communiqué (Provisional Article 1).
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