ERDEM-NEWSLETTER-2018-metin

13 COMMERCIAL LAW shares as pledges as regulated under the Article 526 in the former TCC is not included in the new TCC, a limited company may accept its own shares as pledges. The Condition where the Share Pledge is not subject to Approval of the General Assembly If a share pledge is not subject to the approval of the general as- sembly, a pledge of the share of the limited liability company shall be subject to the general provisions under the Civil Code. Pledges on receivables and other rights are regulated under Civil Code Articles 954 to 961. As limited liability company share pledges qualify as “pledges established on rights”, these regulations that are related to the establishment of pledges on rights shall apply to pledges of the shares of limited liability companies. Regarding the Form. According to Article 955(3) of the Civil Code that stipulates that the pledge of rights shall be subject to the form prescribed for their transfer, the share pledge is subject to the form requirements of share transfers, also if the pledge is not subject to approval of the company. Therefore, the pledge contract must be made in writing, and the signatures must be approved by a notary public. This is a condition for validity of the establishment of a pledge. Regarding the Approval of the General Assembly. It is debated whether the condition of approval of the general assembly shall be sought for share pledges, as per Article 955(3) of the Civil Code that regulates that the pledge of rights shall be subject to the form pre- scribed for their transfer. In the doctrine, it is generally accepted that as there is no requirement that relates to form, the requirement of general assembly approval cannot be treated under Civil Code Article 955(3) 2 . Moreover, as the legislator specifically regulates the conditions where the establishment of a pledge is subject to approval of the general as- sembly, and made reference to the provisions regarding the transfer for this condition, it can be argued that general assembly approval is not 2 Biçer, Levent ; Hamamcıoğlu, Esra: “ Limited Ortaklıkta Esas Sermaye Payının Rehni ”, Kadir Has Üniversitesi Hukuk Fakültesi Dergisi, Ed. Aysun Altunkaş, Issue: 2, December, 2013, 59-88, https://jurix.com.tr/article/4243 (Access date: June 2018).