ERDEM-NEWSLETTER-2018-metin

11 COMMERCIAL LAW approval of the general meeting of the company, and in this case, TCC provisions regarding share transfers shall also apply to share pledges. In the reasoning of Article 600 of the TCC, it is stated that the reference to the provisions regarding share transfers includes both the provisions relating to form and approval and specific provisions concerning inheritance, property regimes between spouses, and com- pulsory enforcement. This reference has various results related to the establishment of pledges on shares of limited liability companies, in cases where the share pledge is subject to the approval of the general assembly. Regarding the Prohibition of the Pledge . The pledge of a capital share may be prohibited, provided that it is explicitly stipulated in the articles of incorporation. TCC Article 595(4) stipulates that the transfer of capital shares may be prohibited by the articles of incorporation. In my opinion, the reference to the transfer provisions in Article 600(2) of the TCC allows the prohibition of the pledge. Regarding the Form . The form requirements for the share trans- fer also apply to the share pledge. This regulation qualifies as a special provision regulated parallel to Civil Code Article 955/3 that stipulates that the form requirement for the transfer of a right also applies to the pledge of that right. Form requirements regarding the transfer of the shares of a lim- ited liability company are regulated under TCC Article 595. Accord- ing to this provision, transfer of the limited liability company share, and transactions that create an obligation to transfer, shall be made in writing, and the signatures of the parties shall be approved by a notary public. As required by the references in TCC Article 600 and Civil Code Article 955(3), a pledge of the share of a limited liability company is also subject to the conditions of written form and notary public’s approval. A pledge agreement that is not made in writing, and the signatures of which are not approved by a notary public, shall not be legally valid, and shall be considered null and void from the begin- ning. Regarding the Approval of the General Assembly . Under TCC Article 600(2), establishment of a pledge on a capital share may be