As you may remember from our previous publication with the title of “New Notification Requirements Regarding Issuance and Transfer of Bearer Shares”, the Prevention of the Financing of the Propagation of Weapons of Mass Destruction Law no. 31351 (“Law”) has been published on the official gazette on the date of 31.12.2020 and in accordance with the Law, the obligation to notify the Central Registry Agency has been imposed in transactions related to bearer share certificates.
Regarding the implementation of the regulations and amendments with this Law, on April 6, 2021, the “Communiqué on Notification of Bearer Share Certificates to the Central Registry Agency and Registration” (“Communiqué”) was published in the official newspaper and entered into force on the date of publication.
With this Communiqué, regulations were introduced regarding bearer share certificates that are issued or to be issued.
ISSUANCE AND DISTRIBUTION OF BEARER SHARES CERTIFICATES
– In accordance with the regulation on the issuance and distribution of bearer share certificates, those who are authorized to represent the company shall notify the board of directors resolution to Central Registry Agency (“CRA”) as well as bearer shareholders’:
-name, surname, citizenship, place of residence, identification number of the Republic of Turkey, Foreign identification number if not a citizen of the Republic of Turkey, a blue card number, or passport number, if the shareholder is a real person
-title, Central Registration System (“MERSIS”) number, tax identification number, or registration number given in the country where it is registered, head office address, if the shareholder is a legal entity, and
– contact information.
Bearer share certificates shall be issued by the company and must contain the singular numbers given by the CRA for each share certificate. The board of directors resolution regarding the issuance of the share certificates shall be registered and announced, and shall be put on the website of companies that are subject to independent audit. Bearer share certificates must be registered in the CRA system before registration of the board of directors resolution, and the share certificates must be signed by at least two persons that are authorized on behalf of the company.
The entire process of issuing the bearer share certificates, notifying the CRA and distributing them to shareholders must be completed within three (3) months after the payment of the full share price.
TRANSFER OF BEARER SHARE CERTIFICATES AND NOTIFICATION OF THIS TRANSFER
– In accordance with the regulation on the transfer of bearer share certificates and the notification of this transfer; the validity of the transfer of bearer share certificates for the company and third persons depends on the condition whether the transferee that owned the possession after the transfer notified the CRA. If the transferee applies to the company, the transfer notification is made by the company. The information to be included in the notification is as follows:
If the transferee is the real person; name, surname, citizenship, place of residence, identification number of the Republic of Turkey, Foreign identification number if not a citizen of the Republic of Turkey, a blue card number, or passport number,
If the transferee is a legal entity; title, MERSIS (Central Registration System) number, tax identification number, or registration number given in the country where it is registered, head office address, and
contact information of the transferee.
One share certificate sample shall be added to the notification to be made.
PROVISION OF THE SHAREHOLDER CHART BY THE CRA
– Pursuant to the regulation introduced on the shareholder chart; in case of a call to the general meeting, it is regulated that the list of General Assembly participants shall be prepared by taking the shareholder chart provided by the CRA into consideration and that those who are authorized to represent the company shall make an application through the CRA system two (2) days before the date of General Assembly for the preparation of shareholder chart. For the cases where the electronic participation method will be used for the General Assembly with the Electronic General Assembly System, a shareholder chart can be received directly from the Electronic General Assembly System, without any request.
– For the cancellation of the bearer share certificate, if the share certificate is canceled due to a capital decrease or a change in the bearer share certificate, the registration of the share certificate is canceled from the CRA system following a notification to be made by those who are authorized to represent the Company. If the company is canceled from the trade registry, the bearer share certificate records will be canceled by the CRA upon notification or a direct determination of CRA.
Bearer shareholders will not be able to use their rights related to the share arising from the law if they do not duly complete the required notification processes to be made to the CRA and these rights cannot be exercised until the necessary notices are made. Bearer shareholders may exercise their rights starting from the date of notification made to the CRA by using electronic methods. Registration and notifications to be made in accordance with this communique can be made electronically by accessing the CRA system via the e-Government gateway with an electronic signature, e-government password, or T.R identification number, as well as by logging in directly from the CRA’s “E-investor: Investor Information Center”.
Batuhan Aydın, Attorney At Law