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As per Art. 12(3) of the Regulation, legal entities that submit an
application to obtain a preliminary license shall be established as a
joint stock company or a limited liability company in line with the rel-
evant provisions of the Turkish Commercial Code numbered 6102, and
remain as such while it holds its license.
Share Transfers
In accordance with the electricity market legislation, the share
transfers of the electricity energy license holder joint stock, or limited
liability companies, are subject to the permission of the Energy Market
Board (“Board”), provided that certain conditions are met. Thus, the
Board aims to prevent real persons or legal entities that are not quali-
fied to obtain licenses to later become the shareholders of the license
holder companies through share transfers. At the preliminary license
stage, in principle, the shares of the preliminary license holder compa-
ny shall not be transferred.
Essentially, a license enables the realization of a public service by
the private sector that is normally provided by the state. The public
administration requires legal entities that are selected in accordance
with various predetermined criteria in the licensing stage, to put the
services they have undertaken into practice. Therefore, the license
holders are both selected with care, and supervised by the public
administration for due fulfillment of their relevant undertakings
1
.
Similar to the banking and insurance sectors, the share transfers, as
well as mergers and demergers, of the license holder company are con-
ditional pending the Board’s permission because the state requires that
the identities of the shareholders be provided, so long as the company
holds the license
2
.
As per Art. 5, paragraph 3, of the Regulation, the license shall not
be transferred. However, the subparagraphs of the same paragraph of
Art. 5 stipulate that under certain conditions, share transfers, mergers
and demergers of the license holding companies, as well as the trans-
282
NEWSLETTER 2015
1
ÖZDAMAR Mehmet
, Elektrik Piyasasında Faaliyet Gösteren Şirketlerde Pay Devri, Energy
Law Journal 2014/1, p. 119.
2
ÖZDAMAR Mehmet
, Elektrik Piyasasında Faaliyet Gösteren Şirketlerde Pay Devri, Energy
Law Journal 2014/1, p. 116.