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NEWSLETTER 2011
42
Share Transfer Restrictions Concerning the Listed Registered
Share Certificates
Share transfer restrictions concerning the listed registered share
certificates are laid down under Article 495 of the New TCC. Pursuant
to this article, companies, which provided a limit in the articles of
association for the registered shares that can be acquired, may disapprove
the recognition of the transferee as a shareholder, in case this limit is
exceeded. This limit shall be designated as a certain percentage of the
capital. Therefore, the cases such as alienation within the company, the
loss of independence of the company and the loss of the company’s
privileges are prevented. Additionally, like the non-listed registered
shares, in the event that the transferee does not declare that he purchased
the shares on his behalf, the company may refuse to register the transfer
on the share ledger.
Concerning the shares quoted on the stock exchange, the New TCC
has made a distinction with regards to the transfer of the rights related to
shares between the shares acquired on the stock exchange and out of the
stock exchange. Pursuant to Article 497, in case the shares are acquired
on the stock exchange, the rights related to the shares shall pass to the
transferee with the transfer of shares. As a result, the transfer will be
realized in conformity with the stock exchange principles. On the other
hand, in case the shares are acquired out of the stock exchange, the
relevant rights shall pass to the transferee at the time of the transferee’s
application to the company for the recognition of his shareholder status.
Pursuant to Article 497/2 of the New TCC, the transferee may not
enjoy his rights of participation to the general assembly, right to vote
and other rights related to the right to vote until his recognition by the
company. On the other hand, the transferee may enjoy his rights related
to the patrimony without being recognized by the company. Persons who
acquire the shares will be registered to the share ledger as shareholders
deprived of the right to vote. Therefore, the publicity of this record is
guaranteed. The legal status of the shareholder who was registered to the
share ledger has not been clarified and left ambiguous by the New TCC,
and this issue will be treated and found interpretation by the jurisprudence
and the doctrine.