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Articles in the New TCC concerning the rules for the form of share
certificates and worn-out and defaced certificates reaffirm the relevant
articles in the TCC.
Transfer of Share Certificates
The innovations in the New TCC concerning share transfers have
been examined in our article of July 2011 titled “Innovations
Concerning the Transfer of Shares in the New Turkish Commercial
Code”. Therefore, only the basic principles with regards to transfer of
shares shall be handled in this article.
Pursuant to Article 489 of the New TCC, the basic principle con-
cerning the transfer of ownership of bearer share certificates is that the
transfer of the share is only valid with regards to the company and third
persons by the transfer of possession of the share. The relevant dispo-
sition is identical with Article 415 of the TCC. While the term “deliv-
ery” was used instead of the term “transfer of possession” in the TCC
the New TCC preferred the latter term in order to describe the concept
more clearly.
Pursuant to Article 490 of the New TCC governing transfer of reg-
istered share certificates, the transfer of registered share certificates is
realized with the convey of possession of the registered and endorsed
share certificate. This article clarifies that the mandatory requirement
of the transfer of possession of the endorsed share certificate applies
for transfers through a (legal) transaction. With this article, confusions
about the requirement for the transfer and endorsement for statutory
transfers are prevented.
Dividend Right Certificates
Provisions concerning dividend right certificates are set forth in
Articles 502 and 503 of the New TCC. Pursuant to Article 502 of the
New TCC, the general assembly may, in accordance with the articles of
association or by amending the articles of association, decide on the
issuance of dividend right certificates in favor of the shareholders whose
shares have been extinguished pursuant to legal provisions, creditors of
or persons related to the company. In the relevant article, the basic prin-
ciple laid down under Article 402 of the TCC is repeated. However,
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