On December 16, 2020, the “Draft Law on the Prevention of Financing the Proliferation of Weapons of Mass Destruction” was submitted to the Turkish Grand National Assembly. The proposal is expected to become law in the near future. There are important changes in the proposal that are closely related to joint stock company partners. When the proposal becomes law, new obligations will arise in the issuance and transfer of bearer share certificates, and it will become mandatory to notify the Central Registry Agency. These changes are described in detail below.
Amendment to the Printing of the Bearer Share Certificate
The general rule of printing bearer shares remains unchanged. In other words, the board of directors continues to be obliged to print and distribute the bearer share certificates to the shareholders within three months from the date of payment of the full price of the bearer shares. In addition, the Board of Directors will have its decision registered and announced regarding the printing of bearer share certificates. There is no change in these two rules.
However, from now on, information regarding the bearer shareholders and the shares they hold will be reported to the Central Registry Agency before the bills are distributed to the shareholders. That is, after the board of directors prints the share certificate, it will notify the Central Registry Agency about the owners of these certificates and the information about the shares they hold, and after this notification, it will distribute the bearer share certificates to the partners.
It is also envisaged to impose administrative fines on those who do not comply with the aforementioned notification obligation. Accordingly, an administrative fine of 20,000 TL will be imposed on the bearer shareholders and those who fail to notify the Central Registry Agency about the shares they hold before the promissory notes are distributed to the shareholders.
Change in Transfer of Bearer Share Certificate
In the unchanging rule of the Turkish Commercial Code for years; For the transfer of bearer share certificates, it was sufficient to transfer the possession of the bearer share certificate, that is, to deliver the share certificate to the transferee.
From now on, in the transfer of bearer share certificates, it will be necessary to notify the Central Registry Agency by the transferee of the share certificate in order for the transfer to take effect before the company and third parties.
Thus, for the transfer of the bearer share certificate, the delivery of the share certificate will no longer be sufficient, the transfer must also be notified to the Central Registry Agency.
Failure to report is also subject to sanctions. If the transferee does not make a notification, the person who takes over the bearer share certificate will not be able to use the rights related to the share until the necessary notification is made. The date of notification to the Central Registry Agency shall be taken as the basis for the claim of the rights attached to the bearer share certificates against the company and third parties.
An administrative fine is also foreseen for non-compliance with these obligations. Accordingly, an administrative fine of 5,000 TL will be imposed on those who take over the bearer share and fail to notify the Central Registry Agency.
Obligation Imposed on the Holders of Existing Bearer Shares
The offer is included in a regulation that currently concerns bearer stock holders. According to this provisional article to be added to the Turkish Commercial Code, persons holding bearer share certificates must apply to the company until December 31, 2021, and the company’s board of directors must notify the Central Registry Agency about the bearer share holders and shares. If this notification is not made, an administrative fine of 20,000 TL will be imposed on the shareholder and the members of the board of directors.
Results Awaiting Holders of Bearer Shares and Shares
When we look at these regulations, which were introduced with the proposal and will be enacted in the near future, we see that owning bearer shares now brings a heavy burden. In other words, the privilege and feature of owning bearer shares are no longer available. In bearer share certificates, it was difficult to determine the owner of the share, the transfer of the share was very easy, it was easily circulated from hand to hand, and many people wanted to have bearer shares for this purpose.
However, from now on, the records kept by the Central Registry Agency regarding the bearer share certificates will be shared with the authorities authorized in accordance with the relevant laws. The meaning of this is: Even though the normal citizen cannot know the owner of the bearer share certificate, the State institutions will now know and will follow the transfers made moment by moment. In other words, the veil of secrecy is being lifted.
As AEK, we can assist you in adapting to this change.
It is not possible for the holders of the bearer shares not to be affected by the new obligations in the issuance and transfer of the above-mentioned bearer shares. In this case, holders of bearer shares will have to choose one of two ways.
A- They will keep the bearer share certificates in their hands and strictly comply with the legal obligations, or
B- They will convert the bearer share certificates into registered share certificates.
In keeping with these changes, AEK Pay Stock Consulting and Basım Merkezi Tic. Ltd. Sti. As always, we are with you. We do not want our customers to neglect their legal obligations and be sanctioned with an administrative fine of 20,000 TL.
Our aim, as always, is to provide our customers with the best legal service.
In this context;
You can get detailed information about Stock Printing and Consultancy.
Contact information: 02165732240 e-mail: firstname.lastname@example.org
Updated : 24.12.2020