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NEWSLETTER 2013
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According to TRR Art. 107, in the presence of a notification for more
than one indirect subsidiary, it is possible that only one of these companies
make a single notification for all of the enterprises or companies that
indirectly exceed or drop below the limits. For instance, if the control
between the parent company and its subsidiary is realized through other
subsidiary companies, and if there is a change in the shareholding of more
than one company because of a single transaction, this may be notified by
just one of the subsidiaries for the entire group.
Non-Fulfillment of the Obligation of Notification and Registration
Not applying to the trade registry within the prescribed time shall
result in the shareholding rights arising from the relevant shares being
suspended. This means voting rights cannot be used either. As a result, if
such voting rights affect the quorum of a resolution that has been adopted
without the necessary notification and registration, such resolution may
be rendered invalid. However, the lapse of the prescribed period shall
not nullify such shareholding rights, but merely suspend them. Thus,
the fulfillment of the obligation of registration shall enable the usage of
shareholding rights.
Conclusion
The obligation of notification is important as it promotes
transparency in the market by disclosing the shareholding status, and is
declaratory especially in consideration of potential liabilities. However,
non-fulfillment of this obligation can even result in the invalidity of
companies’ decisions. In practice, it has been observed that problems
occur with the registry procedure, for example the trade registry rejecting
applications for registration on the grounds that the 10 day period has
lapsed, therefore causing the suspension of shareholding rights for
long periods of time. Consequently, the fulfillment of the obligation is
important for the prevention of loss of rights, which may especially occur
during this period of transition.