What is a Bearer Share Certificate?

What is a Bearer Share Certificate?

The holder is the real or legal person who holds and carries the valuable papers in accordance with the laws. The bearer share does not contain the owner’s name, surname, title or address.

Article 30 of the Law No. 7262 and the second paragraph of Article 486 of the TCC states, “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.” sentence added. Thus, as of April 1, 2021, it has become obligatory to notify the bearer shareholders and their shares to MKK before these notes are printed and distributed to the shareholders.

In article 484 of the Turkish Commercial Code (TTK) numbered 6102, “Share certificates shall be registered or bearer. Bearer share certificates cannot be issued for shares whose values ​​have not been fully paid. Those issued in violation of this provision are void. Compensation rights of goodwill holders are reserved. provision is included.

In the Turkish Commercial Code No. 6102, the term “share certificate” is used as a legal term instead of “stock certificate”. Therefore, “bearer stock” and “bearer stock” are essentially the same concepts.

Obligation to issue bearer shares

The obligation to print bearer shares in a joint stock company is regulated in Article 486 of the Turkish Commercial Code No. 6102. The provision of the second paragraph of the article is exactly as follows: “If the shares are registered to the bearer, the board of directors prints the share certificates and distributes them to the shareholders within three months from the date of payment of the full share price.” is in the form.

Therefore, it is a legal obligation to issue bearer shares in joint stock companies whose shares are written to bearer. There is no need for the minority or partners to make a request for this.

When should bearer stock be issued?

Article 486/2 of the TCC obliges the board of directors of the joint stock company, whose shares are bearer shares, to print the shares within three months from the date of payment of the full price of the bearer shares.

Therefore, for bearer shares, bearer shares must be printed within three months from the date the share prices are fully paid. The starting date of the legal period of three months is the date when the bearer shares are paid in full.

Board of directors decision regarding the issuance of bearer shares
In accordance with the Turkish Commercial Code No. 6102, before issuing bearer shares, a decision must be taken by the Board of Directors regarding the issuance of bearer shares.

This decision of the board of directors must also be registered with the trade registry and announced in the Turkish Trade Registry Gazette. If the company is subject to independent audit, the decision of the board of directors on issuing bearer shares is also published on the company’s website.

By those authorized to represent the company, the decision of the board of directors and the bearer share that will be issued each share to be issued;

If it is a real person; name, surname, citizenship, place of residence, Republic of Turkey identity number, if not a citizen of the Republic of Turkey, foreign identity number, blue card number or passport number,
If it is a legal person; title, MERSIS number, tax identification number or the registration number given in the country where it is registered and its central address, Contact information,

You can contact us to get more detailed information about the decision of the board of directors regarding the printing of bearer shares and to obtain a sample of the decision.

Board of directors decision regarding the issuance of bearer shares

The bearer share certificates to be printed must contain the minimum information required by the law. According to the TCC, in bearer shares;

  • capital amount
  • founding date,
  • the capital amount on this date,
    the arrangement of the issued share certificate,
  • the date of its registration,
  • the type and nominal value of the deed,
  • how many shares it contains
  • MKK reference number

It is mandatory to specify.

Conversion of bearer stock to registered stock

The Turkish Commercial Code allows the type of share in a joint stock company to be changed by conversion.

In this context, it is possible to convert bearer shares into registered shares.

You can contact us for more detailed information about the conversion of bearer shares to registered shares.

Worn or misprinted bearer shares

If your previously issued bearer shares are so worn out or misprinted that they cannot be used, it would be appropriate to issue new bearer shares.

You can contact us for more detailed information about the transactions to be made on your worn or misprinted bearer shares.

What is a Bearer Share Certificate?

Pursuant to the amendment made in the TCC with the Law on the Prevention of the Financing of the Proliferation of Weapons of Mass Destruction No. 7262, information on the bearer shareholders and their shares will be notified to the Central Registry Agency (MKK) before these notes are distributed to the shareholders, as of April 1, 2021. If this notification is not made, an administrative fine of 20,000 TL will be imposed.

According to the temporary article added to the TCC with the Law No. 7262, the holders of bearer shares issued before April 1, 2021 are also required to notify the Central Registry Agency. If this application and notification is not made, an administrative fine of 20.000 TL will be applied.

You can get detailed information about the notification of bearer shares to the Central Registry Agency here.

How are registered shares transferred?
Pursuant to the rule applied for many years in accordance with both the repealed Turkish Commercial Code No. 6762 and No. 6102, it was considered sufficient to transfer the bearer share certificate to the transferee, that is, to transfer the bearer share certificate to the transferee.

Pursuant to the amendment made by Law No. 7262, notification of the transfer of bearer shares to the Central Registry Agency has been made mandatory as of April 1, 2021. Therefore, as of April 1, 2021, for the transfer of the bearer share certificate, the delivery of the bearer share will no longer be sufficient, the transfer of the bearer share should also be notified to the Central Registry Agency.

Notification of Transfer of Bearer Shares to the Central Registry Agency
As of April 1, 2021, the person or persons who have taken over the bearer share certificate must notify the Central Registry Agency. An administrative fine of 5,000 TL will be imposed on those who do not comply with this obligation.

Registering the bearer shares in the share register
Joint stock companies are obliged to keep share books. Undocumented shares and registered share holders are recorded in the share register. Each shareholder is tracked on a separate page in the ledger. Therefore, bearer shares must be recorded in the share ledger until the stock is issued.

The entries to be made in the share ledger must contain at least the following information:

  • Name, surname or title of the shareholder,
  • Contact information of the shareholder,
  • The name, surname or title of the usufruct holders on the share, if any, and the shares to which they have the usufruct right,
  • Contact information of beneficiaries, if any,
  • The nominal value of the share,
  • Number of shares owned and total amount,
  • The arrangement of the share,
  • Share acquisition date,
    Recording date,
  • Whether the share is tied in the year and its type,

However, in accordance with the Communiqué on Commercial Books, undocumented bearer shares are attached to the promissory note and deleted from the share ledger within 10 days from the delivery date of the bills to the shareholders.

Our bearer stock printing and consultancy services
The printing of bearer share certificates, from the minimum information required to be included in the Turkish Commercial Code to the security measures that must be carried, are subject to a number of imperative rules.

Issuing a bearer share that meets the qualifications required by the TCC is an indispensable condition for the certificate to be considered valid. You can get detailed information about the stages of issuing bearer stocks.

You can get detailed information about the high security measures we apply in issuing bearer stocks as AEK.

You can contact us for more detailed information about bearer stock.

Tel: +90 216 573 22 40 – +90 216 573 22 41