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Jouissance Shares for the Founders in Turkish
Commercial Code
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Prof. Dr. H. Ercument Erdem
Introduction
Jouissance shares are the securities, different from the share cer-
tificates, which do not provide its holder with any shareholder right but
which carry some financial rights. Art. 503 of the Turkish Commercial
Code numbered 6102 (“TCC”) clearly points that the holders of jouis-
sance shares cannot be provided with shareholders rights.
The jouissance shares, in general, are regulated in art. 502 of the
TCC. Pursuant to this article, the general assembly may decide to issue
jouissance shares in accordance with the articles of association or by
amending it, in favor of the creditors, the holders of the shares which
value is legally paid off or similar relevant persons to the company.
These jouissance shares may be issued to the order of someone specif-
ic or to the order of the bearer.
Art. 502 of the TCC stipulates that art. 348 of the TCC shall be
applied to the jouissance shares. Art. 348 of the TCC regulates the
interests of the founders and the limitations regarding the payments to
holders of jouissance shares. Pursuant to this article, at most 10% of
the distributable dividends can be paid to the founders holding jouis-
sance shares after the legal reserves are made and 5% of the dividend
is reserved for the shareholders.
The Issuance of Jouissance Shares for the Founders
Article 502 of the TCC regulates that jouissance shares may be
issued in accordance with the articles of association or by amending it.
Art. 402 of the Turkish Commercial Code numbered 6762 (“former
TCC”) which is abrogated on July 1, 2012, similarly regulated the
jouissance shares. However, art. 402/2 of the former TCC set forth that
the jouissance shares for the founders cannot be issued unless it has
been stipulated in the first articles of association of the company.
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NEWSLETTER 2012
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Article of October 2012