Turkish Commercial Code No. 6102
("TCC"), in principle, TCC provides that
registered shares may be transferred without being subject to any
restrictions. However, it also stipulates certain legal and AoA
based restrictions on share transfer.
According to the relevant provisions, legal restrictions imposed
on share transfers apply to registered shares prices of which have
not been fully paid. In fact, with the exception of inheritance,
division of inheritance, marital property regime and forced sales,
the TCC stipulates that registered shares may only be transferred
with the approval of the relevant company. The company is also
entitled to reject the relevant share transfer in case the
transferee's payment capacity is doubted and the requested
security is not provided.
Imposition of an AoA based restriction in respect of
share transfer is only possible by inserting a provision in the AoA
stating that registered shares may only be transferred with the
Under the TCC, a company may reject approving a share
transfer : (i) by putting forth an important reason as stipulated
under the AoA, (ii) by proposing that the transferor purchases the
relevant shares on their actual value on the relevant
date. As for shares acquired as a result of inheritance,
division of inheritance, marital property regime or forced sale,
the company may exercise its right of refusal only by way of
proposing to purchase the shares over their actual price.
Joint stock companies that have restricted the transfer
of registered shares must harmonize the relevant provisions in
their AoA's with TCC provisions by 1 July 2014; otherwise, the
relevant restrictions will become invalid as of 1 July
2014. In other words, after 1 July 2014, even if any
restrictions are imposed in the AoA, it will be possible to freely
transfer shares. In such a case, since the restrictions imposed by
the AoA will become ineffective, a company will no longer be able
to refuse to approve a share transfer based on an important reason.
Whether a company may refuse to approve a share transfer by way of
proposing to purchase the shares over their actual price is also a
matter of dispute.
The date of 1 July 2014 is also important for joint stock
companies and limited liability companies to harmonize their
AoA's with the provisions of the TCC. In the event that the
required harmonization is not made until the mentioned date, the
relevant provisions of the TCC shall be applicable instead of the
provisions of the AoA.
Therefore, in order to avoid any possible risks, it is important
to fulfill the harmonisation requirement in fullby the date of 1
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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