Communiqué on Notification and Registration of Bearer Shares to the Central Registration Agency (“Communiqué”) was published in the Official Gazette dated 06.04.2021 and numbered 31446. According to this Communiqué, the procedures and principles regarding the obligation of notifying and registering bearer shares to the Central Registry Agency (“CRA”) are determined and the fees to be charged are determined.
In accordance with the amendments of article 415 and the following articles on the Turkish Commercial Code numbered 6102, provisions that require bearer shareholders to attend the general assembly with the entrance card that they have obtained by proving that they are the possessor of these bills before the general assembly meeting have been abolished. As of 01.04.2021, a notification obligation has been imposed on bearer shareholders to the CRA. With the Communiqué published in this context, the Ministry of Commerce has laid down the procedures and principles regarding this issue.
According to Article 1 of the Communiqué, the purpose of the Communiqué is to determine the procedures and principles for notifying and registering bearer shares to the CRA and the fees to be charged within this scope, and the principles and procedures for providing the shareholders’ chart from the CRA. The Communiqué will cover joint stock companies other than those whose shares are monitored in record pursuant to Article 13 of the Capital Market Law No. 6362 dated 6.12.2012.
The issues of printing and distribution of share certificates are regulated in Article 4 of the Communiqué.According to this article, bearer share certificates are printed in accordance with a decision to be taken by the board of directors after the full payment of the share prices. The decision of the board of directors by those authorized to represent the company and the information of the bearer shareholder to whom each bill will be distributed and the company contact information are notified to the CRA and registered to the system. As a result of the notification, the share certificate is associated with the relevant company in the system and registered under the unique number generated by a special algorithm. Share certificates are printed by the company, including the unique number produced by CRA for each share certificate.
The decision of the board of directors regarding the printing of the share certificates is registered and announced. In companies subject to independent audit, it must be posted on the company’s website. It has been stipulated that the transactions of printing the share certificates, notifying them to CRA and distributing them to the shareholders will be completed within three months from the date of the payment of all the share prices. This procedure is also valid in cases where bearer shares are printed and distributed in connection with a capital increase.
The transfer and notification of the transfer of shares are regulated in Article 5 of the Communiqué. Pursuant to this regulation, the transfer of bearer share certificates will only be in effect for the company and third parties with the notification to be made by the shareholder to CRA. After the amendment, in order for this share transfer to have effect and results, it is required that the transfer of the ownership of the bearer share certificate must be carried out, as well as notification must be made to the CRA regarding the said transfer.
It is obligatory to notify CRA of the bearer share certificate and the owner. As a matter of fact, if the notification is not made, it may not be a legitimate possession, and it may be deprived of some rights.
According to the 6th article of the Communiqué, while preparing the list of those who can attend the general assembly, in order for bearer share certificate holders to attend the general assembly meeting, an updated list showing the shareholders must be obtained from CRA. In other words, while arranging the list of attendees to the general assembly, it will take into account the shareholders chart provided by CRA in terms of bearer shareholders According to the Provisional Article 2 of the Communiqué, while the list of those who invited the general assembly to attend the general meeting is prepared, shareholders who have applied to the company to be notified to MKK but have not yet been notified to CRA by the company should also be taken into notice.
For the preparation of the shareholder chart, those authorized to represent the company must apply through the CRA system at least two days before the general assembly date. The shareholder chart is prepared by CRA on the basis of the day-end records in the CRA system on the day before the general meeting. The shareholder chart prepared is received by those who call the general assembly meeting from the CRA system on the day of the general assembly.
The procedures and principles of keeping records are specified in Article 7 of the Communiqué. As stated in this article, records based on notifications regarding bearer shareholders and their shares are kept in the electronic environment created by CRA. Electronic transaction methods for keeping these records and making changes in them are determined by CRA, with the approval of the Ministry. In the event that an update is made in the CRA system in order to correct incorrect or incomplete records by the company, CRA informs the company and the relevant shareholder that the correction has been made. However, it is not possible for the company to make any changes on the unique number produced in the CRA system regarding bearer shares.
Requests for notification to be made to CRA must be made in accordance with the procedures and principles specified in the Communiqué, and notifications that are not made in accordance with the Communiqué will be rejected. In addition, it should be emphasized that the notifier will be responsible for the accuracy of the notification made to CRA.
In the 8th Article of the Communiqué, the issue of sharing the records is regulated. The shareholders will be able to make inquiries electronically from CRA’s “e-Investor: Investor Information Center” application in order to see the shares registered in their name at CRA. These records, which contain important information about shareholders and companies’ shares, will be kept confidential, but can only be shared with the authorities authorized in accordance with the relevant laws and cannot be used in violation of the Personal Data Protection Law No. 6698 and for the purpose of acquisition.
In Article 9 of the Communiqué, if the bill is canceled due to capital reduction or change in the share certificate, the registration of the year will be canceled from the CRA system upon the notification to be made by those authorized to represent the company together with the relevant decision. In cases where it is determined that the company is withdrawn from the trade registry, upon notification or ex officio, the records regarding bearer shares are directly canceled by CRA.
In Article 10 of the Communiqué, the effect of registration is regulated. As we have stated before, in case of not making a notification to CRA, those who have bearer shares cannot use their rights based on the share arising from the Law until the necessary notification is made.
The method of notification to be made in Article 11 of the Communiqué is stipulated, and the registrations and notifications to be made in accordance with the Communiqué are sent to the CRA system via the e-Government Gateway with an electronic signature, e-government password or T.C. It is done electronically by accessing with an ID Card or by directly logging in from CRA’s “e-Investor: Investor Information Center” application.
In the 13th and following articles of the Communiqué, the special procedures regarding the notification of the shares subject to attachment and measure, minor, restricted and inheritors, and regulations on the fee for the services to be provided by CRA are also included.