ERDEM-NEWSLETTER-2018-metin

17 COMMERCIAL LAW The usufructuary is entitled to hold the subject of the right in its pos- session and manage, use, and benefit from it while, at the same time, it should fulfil its duty of care to the owner of the subject of the right as a diligent manager. On the other hand, the owner is entitled to object to the manner in which the usufructuary uses the subject of the right, if such usage is contrary to the law, or is inappropriate with the nature of the property. Unless otherwise agreed to, or the circumstances of the case require the enjoyment of the right by the usufructuary, personally, the usufructuary may transfer the entitlement to enjoy the right to a third party. In such a case, the owner would be entitled to exercise its rights and direct its claims directly to the transferee. Establishment of Usufruct Rights on Joint Stock Company’s Registered Shares and Registration in the Share Ledger Pursuant to Article 795/1 of the Civil Code, a usufruct right is established on a movable property through the transfer of possession; whereas, it is established on receivables through the procedure of as- signment of receivables. Accordingly, if the registered share is printed, the usufruct right is established through endorsement and delivery of the share certificate for usufruct purposes. It is possible to establish such right without the endorsement of the share certificate, by way of a written assignment declaration indicating the purpose of establish- ment of usufruct right, and transfer of the share certificate’s posses- sion. 3 It is not mandatory that the share is represented by a printed share certificate for the establishment of the usufruct right; it may be also established on unprinted shares by way of a written usufruct right agreement to be made in accordance with the provisions of assignment of receivables. Pursuant to Article 499/1 of TCC, the usufructuary shall be reg- istered in the company’s share ledger. This principle is significant to provide transparency in terms of both the percentage of the dividends the shareholder and the usufructuary are entitled to, and to whom the voting right shall belong. 4 Although it is not clearly stated under the 3 Pulaşlı, Hasan : 6102 Sayılı Türk Ticaret Kanuna Göre Şirketler Hukuku Şerhi, Cilt I, Ankara 2011, p. 740. 4 Tekinalp, Ünal : Anonim Ortaklıkta Yeni Bağlam Sisteminin Esasları – Pay Def teri Hukuku ile, İstanbul 2012, p. 93.