ERDEM-NEWSLETTER-2018-metin

14 NEWSLETTER 2018 evaluated within the conditions of transfer and, thus, general assembly approval for the establishment of pledges are specifically regulated. Therefore, in cases where pledges are established in accordance with Civil Code Article 955(3), approval of the general assembly is not necessary. Registration of a Right of Pledge in the Share Ledger The pledge rights of limited company shares must be registered in the share ledger. In accordance with the provision of Article 594 of the TCC, the company keeps a share ledger regarding the capital shares. The names and addresses of the shareholders, the number of the capital shares that each shareholder has, the transfers and transi- tions, the nominal values and groups of the capital shares, the usufruct and pledge rights on the capital shares, and the names of the holders of these rights are recorded in this ledger. Under this provision, establishment of the right of pledge on the shares of the limited liability company shall be registered in the share ledger. However, the registry of the share ledger is of a declaratory nature, not of constituent nature. 3 The removal of the regulation in the old TCC that stipulates that the transfer of the share shall take effect with registration in the share ledger in the new TCC, also promotes this argument. It is necessary to accept that the registration in the share ledger is explanatory in the face of this regulation, which ends the dis- putes regarding whether or not the registration in the share ledger is of a constituent nature. Registration in the share ledger is important for the allegation of the claims of the parties that arise from partnership law. The Effect of Issuance of Share Certificates on the Establishment of Pledges Under TCC Article 593(2), capital share certificates can be is- sued as proof certificates or registered certificates. According to this Article, limited liability company shares may be certified. 3 Durgut, Ramazan : “ Limited Şirket Esas Sermaye Payı Üzerinde Rehin Hakkı Kurulması, ” Türkiye Barolar Birliği Dergisi, 2013(108), 123-138, p.134; Demirkapı, Ertan : Ticaret Kanunu ve Ticaret Kanunu Tasarısına Göre Limited Ortaklıkta Payın Devri, İzmir, 2008, p. 378.