Does a Bearer Shareholder's Identity Remain Confidential?

Share Transfers and Shareholding Structure

Prepared by: Constantinople

No. A bearer share certificate does not guarantee that its holder remains unknown to public authorities. Under the Bearer Share Registration System, shares and shareholders are reported to the Central Securities Depository of Turkey (MKK). This recording obligation and the company information published in the trade registry are different questions; it should not be assumed that every record is publicly accessible.

Delivery of the certificate alone should not be regarded as sufficient for a transfer. The notification regime in Article 489 of the TTK matters for the transfer's effects against the company and third parties. According to MKK's explanation, the transferee may notify; if the transferee applies to the company, notification may also be made through the company. Notification status matters for exercising shareholder rights.

Issuance of certificates, payment of capital and preparation of the relevant corporate resolutions must also be checked. The shareholder list obtained from MKK is used for participation in the general meeting. Possession of an old certificate does not show that all notifications have been made. Failure to notify may have separate consequences for exercise of rights and administrative sanctions; an earlier year's penalty amount should not be carried forward unchanged.

Subject to the special rules on dematerialised shares, under TTK Art. 486/2 the board must print bearer share certificates and distribute them to their owners within three months from the date the share price has been paid in full. Shareholder and share information is reported to MKK before distribution. Article 4 of the relevant Communiqué also requires printing, notification and distribution to be completed within this three-month period. This initial issuance is different from the notification under TTK Art. 489 on a subsequent transfer. The payment date, board resolution, printing, distribution and MKK records are therefore checked together.

Prepare certificates, transfer and delivery documents, corporate resolutions and MKK records together. Initial certificate issuance and later transfer notifications are checked separately.

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