Security Precautions in Printing Bearer Shares

Security Precautions in Printing Bearer Shares

Which legislation is subject to the issuance of bearer share certificates?

A bearer share certificate provides significant convenience to its owner both in proving that he is a partner of the company and in transferring his shares. In addition to these benefits, bearer stock provides significant tax advantages to its owner, especially in terms of transfer. This advantage arises in terms of income tax due to the exceptions brought to the capital gains in real person partners, and especially in terms of stamp tax in legal entity partners. In this way, you will be exempt from paying high taxes with bearer stock that you can print under appropriate conditions.

In order to benefit from these tax advantages in accordance with the law, there must be a bearer share issued in accordance with the legislation. Since the bearer share is regulated in the Turkish Commercial Code, the bearer share to be issued must be prepared and printed in accordance with the Turkish Commercial Code No. 6102. Otherwise, it would not be possible to talk about a valid bearer stock.

In the second paragraph of Article 486 of the Turkish Commercial Code, “The information regarding the bearer shareholders and the shares they hold are notified to the Central Registry Agency before the promissory notes are distributed to the shareholders.” statement is included. With this article, bearer share certificates must be notified to MKK before they are distributed to the shareholders. With this law, which came into force as of April 1, 2021, it has become obligatory to notify MKK both of the issued shares of the company and the owners of these shares when making the MKK notification.

Security measures to be applied in issuing bearer shares

The application of certain security measures to bearer shares is one of the indispensable validity conditions of these shares. What is meant by the security measures to be applied to the stock is to ensure that these stocks have some features that prevent them from being imitated easily.

Bearer share certificates are valuable documents. It is clear that a bearer share certificate, which is a negotiable instrument and shows that the owner is a company partner, is not an ordinary document. In this respect, bearer stocks should not be printed as if they were printed out.

When was it mandatory to apply security measures to bearer shares?

The issuance of bearer shares was subject to a different regulation prior to Law No. 6102. This arrangement was also accepted in 1956 and did not meet the requirements of the day. That is to say, the old Commercial Code (repealed Turkish Commercial Code No. 6762) did not require issuance of stocks, nor did it order any security measures to be applied to the bills of companies wishing to issue stocks. As such, it was possible to print bearer shares in any printing house that prints invoices and waybills, such as wedding invitations or contracted printing. In fact, some companies and their financial advisors were printing bearer stocks on A4 paper directly from the computer.

Even today, we learn that some companies and professionals are printing stocks. However, according to Article 487 of the TCC, bearer shares printed from the printer are invalid. Let’s briefly explain why.

As we mentioned above, the former Commercial Code did not introduce any provision on the security of stocks. However, in the Turkish Commercial Code No. 6102, it is obligatory to apply some security measures to the stocks to be issued by the joint stock company. Since the Turkish Commercial Code No. 6102 entered into force on July 1, 2012, the application of security measures to stocks has also become mandatory as of July 1, 2012.

I had printed bearer stocks from the printer. Are these bills valid? If not, what should I do?

In the face of the mandatory provisions of the Turkish Commercial Code No. 6102, the bearer share certificate, which is a valuable document, must be printed by applying some security measures that prevent easy imitation and prevent fraud. These security measures can be technological holograms, confidential writing, special watermarks on behalf of the company and applications such as precious paper.

It is not possible for the bearer stock printed on a simple A4 paper printed from the company printer to carry these security measures. Printed stock is fairly easy to fake.

For this reason, it is not possible to consider bearer share certificates issued after the date of July 1, 2012, when the Turkish Commercial Code No. 6102 came into force, in accordance with the “Shape of Shares” article.

If you have any issued shares, you can contact us about the ways to be followed and the actions to be taken.

Our bearer stock security measures services

As AEK Pay Senedi Consulting and Printing Center, you can contact us for detailed information about the high security measures we apply for the printing of bearer stocks.

Updated : 11.06.2021