ERDEM-NEWSLETTER-2018-metin

8 NEWSLETTER 2018 company. However, in order to be able to do this, the general assembly must so authorize the board of directors (TCC Article 379/2). This authorization may be given for a maximum of 5 years. At the time of authorization, the general assembly also shows the nominal value of the shares that can be acquired or pledged, as well as the total nominal value and the upper and lower limits of the price to be paid to the shares (as the acquisition price). The pledge on shares made in defiance of Article 379 of the TCC shall be removed within six months, at the latest, after the date they are accepted as pledges (TCC Article 385). Another issue that should be considered within the scope of the prohibition of the pledge of shares is whether or not to apply the pro- hibition and limitation foreseen in Articles 491 and 492 of the TCC regarding the transfer of the registered shares to the share pledge. The dominant view in the doctrine is that the provisions of Articles 491 and 492 of the TCC shall not apply to pledges of registered shares 1 . Conclusion Share pledges in joint stock companies are not specially regulated under the TCC, so the provisions of the Turkish Civil Code apply. Regarding the pledge of uncertified shares, the provision of Turkish Civil Code Article 955/3 shall apply, and a written transfer contract must be concluded. With respect to certified shares, Turkish Civil Code Article 956 stipulates different provisions according to the type of the certificate. Transfer of the certificates to the pledged creditor is sufficient for the transfer or the bearer share certificates (Turkish Civil Code Article 956/1). Article 956/2 of the Turkish Civil Code stipulates two alternatives with respect to registered share certificates. As the registered share certificates to qualify as negotiable instruments to the order under the law, they may be pledged by endorsement and the transfer of the possession (TCC Article 689), or by a written transfer 1 Tekinalp, Ünal : Anonim Ortaklıkta Yeni Bağlam Sisteminin Esasları, İstanbul 2012, p. 23-24; Pulaşlı, Hasan : Şirketler Hukuku Şerhi, Volume II, 1st Edition, Ankara 2011, p. 1485; Akbulak, Yavuz : “ TTK Işığında Anonim Şirketlerde Pay Senetleri ”, Ankara Barosu Dergisi, 2006/1, p. 511.