Notification Process To The Central Securities Depository & Trade Repository Of Türkiye For Bearer Share Certificates And Legal Consequences 28 November 2025
1. Issuance and Notification of Bearer Share Certificates Pursuant to Article 484 of the Turkish Commercial Code ("TCC"), joint stock companies have two types of share certificates: registered shares and bearer shares. While the transfer of registered shares is completed through delivery, certain conditions have been introduced under the Communiqué on the Notification and Registration of Bearer Share Certificates with the Central Securities Depository ("Communiqué") for the transfer of bearer shares. Within the scope of the Communiqué, the registration of bearer shares with the Central Securities Depository & Trade Reposıtory of Türkiye ("MKK"), the adoption of a board resolution, and the registration and announcement of this resolution before the relevant trade registry directorate and in the Turkish Trade Registry Gazette are required.
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The provisions of the Communiqué apply to all joint stock companies except for those whose shares are dematerialized pursuant to Article 13 of the Capital Markets Law. |
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The issuance of bearer share certificates by companies is only possible if the share capital contributions have been fully paid. Bearer share certificates issued when the share capital is not fully paid are deemed invalid. |
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Pursuant to Article 486/2 of the TCC, regarding bearer shares, the board of directors is obliged to have the share certificates printed and distributed to the shareholders within three months from the date on which the share capital is fully paid. Companies must adopt a board resolution reflecting this intention and have this resolution registered before the relevant trade registry directorate and published in the Turkish Trade Registry Gazette. If the company is subject to independent audit, this resolution must also be published on the company's website. Before the registration of the board resolution, the trade registry confirms that the bearer share certificates have been recorded in the MKK system. |
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Following the notification of shareholding and shares to MKK, the shares are associated with the company in the MKK system and recorded under a unique number generated through a special algorithm in the name of the certificate holder, and the information regarding these records and unique numbers can be obtained electronically by the company through the MKK system. The unique number generated by MKK must now also be included on the bearer share certificates to be printed by the company. The information regarding these records and generated unique numbers is obtained electronically from the MKK system. |
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Pursuant to the Communiqué, no change may be made by the company on the unique number generated by MKK for bearer share certificates. This is an issue that companies must pay attention to. |
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2. Notification in Case of Transfer of Bearer Share Certificates |
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In the event that bearer share certificates are transferred, notification to MKK must be made following the transfer of possession. The transferee may directly notify MKK, or may make the transfer notification to the company. If the notification is made to the company, the company will make the notification to MKK regarding the transfer of the bearer share certificates. After notification, MKK associates the relevant unique number with the transferee and records it in the system. |
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Pursuant to Article 417 of the Turkish Commercial Code and Article 6 of the Communiqué, in joint-stock companies with bearer shares, the list of attendees (shareholders' schedule) for the general assembly must be prepared in accordance with the Central Securities Depository (MKK) records. To obtain the list of attendees, the company must submit an application to the MKK system at least two days before the general assembly date. |
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According to Article 7 of the Communiqué, if incorrect or incomplete notifications are made by the company, these must be corrected. When an update is made in the MKK system to correct these records, MKK notifies both the company and the relevant shareholder of the correction. |
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It is stated that if the notifications to MKK are not made in accordance with the procedures set out in the Communiqué, the registration request will not be accepted by MKK. For this reason, it is important that both the company and the transferees of bearer share certificates comply with the Communiqué provisions when making notifications to MKK. |
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3. Consequences of Failure to Notify Bearer Share Certificates |
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If bearer share certificates are transferred but the transfer is not notified to MKK, the transfer will not produce legal effect against the company or third parties, as the transfer will not be duly completed. In this context, shareholders whose bearer shares have not been notified to MKK cannot exercise their rights attached to the shares until the required notification is made. Within this scope, the holders of share certificates cannot exercise their rights to attend the general assembly (TCC Art. 425), vote (TCC Art. 434), obtain information and inspection rights (TCC Art. 437), request the appointment of a special auditor (TCC Art. 438), preemptive rights (TCC Art. 461) and dividend rights (TCC Art. 507). |
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If the transferee of a bearer share certificate prefers to make the notification through the company and the company fails to make the notification in accordance with the procedure, the company officials may be held liable for breach of their duty of care under Article 553 of the Turkish Commercial Code. |
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