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We reviewed the general rules and procedures of share transfers in Turkey relating to share transfers in joint stock companies..

Liabilities of Board members are regulated under Article 553 of TCC. Accordingly, board members may only be responsible of the damages caused to the company to it’s shareholders and to the creditors of the company (related third parties) in case they fail to fulfill their obligations arising from the law and articles of association at their own fault. Two conditions mentioned above should co-exist to hold the Board Members liable for their acts.

As part of our share transfer and corporate law series, we already analyzed the rules and procedures of share transfers in Joint Stock Companies (Part-I) and the role of share ledgers in such transactions (Part-II). Due to the complex nature of these transactions, we also created an infographic in order to make the information more accessible and easily understandable. This infographic provides a visual summary of share transfers in Turkey and the contents examined in […]

THE ROLE OF COMPANY SHARE LEDGERS IN SHARE TRANSFERS IN TURKEY Av. Ali Yurtsever L.L.M a) The Problem of Attaining Shareholder Status in a JSC Owning shares in a JSC and claiming the shareholder title before the company are two different things. This may be kind of confusing, as in order to become a shareholder of a specific company, one must first acquire shares of that company. Without shares, there can be no shareholder status. However, […]

SHARE TRANSFERS IN TURKEY – PART I Av. Ali Yurtsever L.L.M Share transfer Procedures The TCC sets forth that the principle of transferability shall be applicable to shares of JSCs. This means that as a rule, the shares of JSCs can be freely transferred by shareholders of the relevant company to third parties without any prior permission and/or approval of any other person and/or entity. There are, of course, certain exceptions to this rule where […]

II. COMPANY TYPES Although the Law does allow for the incorporation of “personal companies” (where company owners are fully liable with their personal assets for any and all company debts), capital companies are the most common form of business entities in Turkey utilized by both local and foreign investors. Investors may either choose to incorporate a new company or participate into an already existing capital company (either via merger or acquisition). It should be noted […]