Ministry of Commerce publishes Communiqué on the registration of bearer share certificates at the Central Registry Agency

On 6 April 2021, the Communiqué on Recording and Notification of Bearer Share Certificates to Central Registry Agency was published in the Official Gazette (number 31446), which sets out the fees and procedure for the registration and notification of bearer share certificates with the Central Registry Agency.

Background

An amendment to the Turkish Commercial Code in Law No. 7262 (dated 27 December 2020) created a structure for the Central Registry Agency to supervise bearer share certificates issued by joint stock companies. The amendment also authorised the Ministry of Commerce to determine the essential elements of the new structure. Based on this authorisation, the Communiqué of 6 April sets out the details of the Agency's supervision.

The scope of the Communiqué concerns public companies that issue bearer share certificates but are not companies whose shares are already monitored by Article 13 of the Capital Markets Law. The Communiqué applies to non-public companies or public companies that are not included in the record-keeping system because their shares are not publicly traded on stock exchanges.

According to the Communiqué, bearer share certificates will be issued upon resolution of the board of directors after payment of the share prices. The companies are obliged to inform the Agency about the following:

• If the holder of share certificates is a real person: Surname, first name, nationality, place of residence, ID number and passport number of the holder;
• If the holder of share certificates is a legal entity: title, MERSIS number, tax ID number or registration number from the country of origin and the head office;
• Contact information.

Once notified to the Agency, the above information must be recorded in the system set up for this purpose. The share certificates are issued by the companies and contain a special serial number assigned by the Agency specifically for the certificate. Once the certificates are signed by at least two (2) authorised signatories of the company, the certificate can be allocated. It should be emphasised that the distribution of the certificates must be completed within three (3) months of the payment of the share prices. The same principles will be applied in the event of a capital increase leading to the need to issue new bearer share certificates.

In the case of a transfer of the bearer share certificate, the transfer shall be deemed to be valid upon possession of the transferred certificate and notification to the Agency. The transferee must complete this notification unless the transferee contacts the company in this matter. The information contained in the notice shall be the same as that contained in the first notice referred to above. However, this notice also contains the information about the acquirer. The acquirer will then be linked to the respective serial number of the bearer share certificate.

The shareholder overview

The parties convening the general meeting must draw up the list of participants in accordance with the shareholders' list received from the Agency. For the preparation of the shareholders' table, the officers of the company must submit a request to the Agency at least two (2) days before the general meeting. The shareholders' table shall contain the surnames, first names or titles, addresses, share amounts and nominal values of the holders of share certificates.

Fees

The fees in connection with applications and registrations are governed by Annex-1 to the Communiqué. The following fees will be charged: TRY 150 for registration, TRY 50 for application, TRY 150 for shareholder statement and TRY 50 for transfer notification. These fees are updated annually based on the consumer price index and the domestic producer price index.

With this regulation, it is intended to improve transparency and advance the environment of trust by recording the information regarding bearer share certificates at the Agency. The difficulties such as determining the bearer share certificates authorized for the general assembly and confirming the accurate information about the shares will be eliminated with this implementation.

For further information on this Communiqué,, please contact your CMS partner or the local CMS experts: Dr. Döne Yalçın or Alaz Eker Ündar.