30 / 516
states that the conversion may only be realized by amendment to the
articles of association. Moreover, the Article 485 of the New TCC reg-
ulates that, in the event that the conversion is a legal requirement, it
shall be done through a board of directors’ resolution, and it shall be
reflected to the articles of association at a later stage.
Pursuant to Article 486 of the New TCC regulating the principles
pertaining to the printing of share certificates, similarly to Article 412
of the TCC, share certificates printed prior to the incorporation of the
company are void; however, obligations resulting from the undertak-
ings of subscription remain valid. Additionally, those who print share
certificates prior to incorporation are required to compensate the dam-
ages resulting therefrom. The second and third paragraphs of Article
486 of the New TCC contain new provisions that were not included in
the TCC. Accordingly, for bearer certificates, the board of directors
shall, within three months following the payment in full of the share
price, print the share certificates and deliver them to shareholders. With
the said provision, a printing requirement with regards to bearer share
certificates has been adopted. The board of directors’ resolution per-
taining to printing the bearer share certificates shall be registered and
announced, and published in the website of the company. Moreover,
the relevant article regulates that temporary share certificates may be
issued until the issuance of original share certificates, which shall be
subject to the same the provisions as registered share certificates.
Pursuant to Article 486/3 of the New TCC, upon request of minor-
ity shareholders, registered share certificates shall be printed and deliv-
ered to shareholders holding the registered shares. This provision is
one of the innovations brought by the New TCC. The printing possi-
bility of registered share certificates may prevent problems arising
from share ledgers not reflecting the shareholding. A very unbecoming
practice, especially in closely-held joint stock companies, that not
printing share certificates may cause considerable obstacles to share-
holders of proving shareholding status. In the justification of the New
TCC of the relevant article, it is stated that in case of infringement of
the said article, shareholders are endowed to initiate a lawsuit. By this
way, shareholders may benefit from an efficient statutory protection.
16
NEWSLETTER 2012