Amendments Made to the Capital Movements Circular
April 8, 2021Draft Settlement Regulation Has Been Introduced For Public Review
April 15, 2021
Communiqué on Notification and Registration of Bearer Share Certificates to the Central Registry Agency (“Communiqué”) entered into force on April 6, 2021 in line with the amendment made to the Turkish Commercial Code (“TCC”) within the framework of the implementation of sanction decisions of the United Nations Security Council for the prevention of the financing of propagation of weapons of mass destruction. With this Communiqué, in accordance with the amendments made to TCC, the procedures and principles regarding the obligation to notify and register the bearer share certificates with the Central Registry Agency (“CRA”) and the provision of the shareholders’ chart by CRA are determined. Main provisions are as follows:
Issuance and Delivery of Bearer Share Certificates
Bearer share certificates will be issued by a board resolution following full payment of the share capital. The resolution of the board of directors and information of the bearer shareholder will be notified to CRA and registered with the relevant system. The resolution of the board of directors will be registered and announced and will be published on the website of companies subject to independent audit. The process of issuance of the share certificates, notification thereof to CRA and distribution thereof to the shareholders will be completed within 3 months following the date of the full payment of the share capital. The above provisions will also apply to bearer share certificates that will be issued and delivered during capital increases.
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.
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. With this amendment the obligation of the shareholders to obtain an entrance card by establishing possession of the certificates in order to attend the general assembly is therefore abolished.
Registrations to be Kept by CRA
Registrations based on notifications regarding bearer shareholders and their shares will be indefinitely kept in the electronic environment created by CRA. The notifying party will be responsible for the accuracy of the notification made to CRA.
Sharing of Registrations
Registrations kept by CRA will be kept confidential; however, they will be shared with authorities authorized pursuant to relevant laws.
Companies will not be entitled to use the information regarding the shareholders and their representatives and the data they receive from CRA system in violation of the Personal Data Protection regulation and for purposes other than acquisitions.
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 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.
Notification and Registration Procedure and Period
Registration and notifications will be made electronically.
Persons 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.
Sanctions
An administrative fine of TL 20,000 will be imposed in case the board of directors of the company fails to make the notification to CRA following the issuance of the bearer share certificates and an administrative fine of TL 5,000 will be imposed on those who take over the bearer share certificates and fail to make the notification regarding the transfer to CRA.
