ERDEM-NEWSLETTER-2018-metin

18 NEWSLETTER 2018 TCC , the purpose of Article 499 of the TCC, as well as the principle of clarity, require an indication in the share ledger as to whether the usu- fruct right arises from law or from an agreement, and the ratio of the usufruct right on a particular share. 5 In parallel, it would be appropri- ate to indicate to whom the voting right belongs 6 ; since, as elaborated upon below, a voting right attached to a share can be exercised by either the usufructuary, or by the shareholder. Pursuant to Article 499/4 of the TCC, as for a relationship with the company, only the person who is registered in the company’s share ledger is to be deemed as the usufructuary. This provision shows that even if the usufruct right is legally existent and valid, the company would not recognize such right unless it is registered in the share led- ger 7 . The legal nature of the registration is explanatory. The registra- tion enables the usufructuary to easily exercise its voting rights at the general assembly meetings, and to collect its dividends without the need to evidence its usufruct right every single time 8 . Finally, pursuant to Article 499/2 of the TCC, the company can- not register the usufructuary in the share ledger unless it is evidenced that the usufruct right is legally established over the subject share. For printed shares, the company annotates on the reverse side of the share certificate that the usufruct right is registered with the share ledger; whereas, for unprinted shares, the usufructuary is entitled to request a document from the company confirming that the registration is made 9 . Limitation of Establishment of Usufruct Right The fact that the voting right, in principle, belongs to the usufruc- tuary, would render the legal interest aimed to be protected by share transfer limitations meaningless, if it is accepted that these limitations do not apply to the usufruct right. 10 Therefore, Article 492/2 of the TCC allows joint stock companies to regulate under their articles of 5 Tekinalp , p. 92. 6 Tekinalp , p. 94. 7 Tekinalp , p. 100. 8 Tekinalp , p. 100. 9 Tekinalp , p. 23. 10 Tekinalp , p. 22.