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Provisions of the Turkish Commercial
Code Concerning Securities
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Prof. Dr. H. Ercument Erdem
While the provisions in the New Turkish Commercial Code (“New
TCC”) concerning securities maintained the basic principles, as they
were set forth in the Turkish Commercial Code (“TCC”), new provi-
sions have also been introduced aiming a robust and well-functioning
system that is more business aligned. Amongst other things, with the
printing requirement for bearer and registered securities upon request
of minority shareholders, it will now be possible to exercise share-
holding rights in a more efficient and conducive manner. Additionally
a new kind of financial instrument -securities containing right to pur-
chase or exchange-, which had not been regulated under the TCC, has
been introduced to the Turkish Law with the New TCC.
Share Certificates
Article 484 of the New TCC regulates share certificates. This arti-
cle reaffirms the basic principle set forth in Article 409 of the TCC,
which allows share certificates to be issued either as registered or bear-
er share certificates. However, the New TCC has coined a new word-
ing with regards to the term of share certificate, and opted to use the
term “share certificate” instead of “stock certificate”.
Pursuant to Article 484/2 of the New TCC, bearer share certificates
may not be issued for the shares which are not fully paid-up. The bear-
er share certificates, which have been issued contrarily to this rule are
void, on the other hand, compensation rights of bona fide persons are
reserved.
Pursuant to Article 485 of the New TCC, unless stated otherwise
in the articles of association, the type of a share certificate may be
modified by means of conversion. The relevant article clarifies the
issue, which had been left obscure to understand by the TCC, and
COMMERCIAL LAW
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Article of January 2012