FAQ

How to Transfer Shares in Joint Stock Companies?

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Share Transfer in Joint Stock Companies

Share transfer is not only a change of hands of shares, but may also cause changes in the company's management structure and decision-making mechanisms. For this reason, share transfer transactions must be carried out meticulously and in accordance with legal frameworks.

1. Decision Stage in Share Transfer
The share transfer process begins with the shareholder's decision to transfer his shares to another person or institution. An agreement must be reached between the buyer and seller for the transfer.

2. Preparation of Share Transfer Agreement
A share transfer agreement is prepared between the buyer and the seller. This agreement contains the details of the transfer transaction, the amount of shares, the transfer fee and other important conditions. (A sample share transfer agreement is available in the rest of our article)

3. Notification to the Board of Directors
The transfer must be reported to the board of directors of the joint stock company. The board of directors initiates the necessary procedures to approve the transfer and ensures that the share ledger is updated.

4. Attending the General Assembly in Share Transfer
When a person on the board transfers all of his shares, the board of directors may need to be changed. In this case, since the company's management will change, the company may need to go to the general assembly for share transfer. This needs to be applied in important situations, such as a change in company powers. Conclusion: Share transfer in joint stock companies is a process that can affect the future of the company. This process must be carried out in accordance with the law and respecting the rights of all stakeholders. It is always advisable to seek advice for complex share transfers.

Kısıtlamaların Çeşitleri Ve TTK Ile Düzenlenmesi:

A- Legal Restrictions:
In accordance with Article 491 of the Turkish Commercial Code, it stipulates that registered shares that have been subscribed but have not been fully paid cannot be transferred without the approval of the company. The company may refuse the transfer in cases where the buyer's ability to pay is doubtful or the required guarantee is not provided.

B- Articles of Association Restrictions:
Article 492 of the TCC states that the transfer of registered shares may be made subject to the approval of the company, pursuant to the provisions in the articles of association. Article 493 of the TCC regulates that restrictions may be placed on share transfer based on important reasons such as the articles of association, the company's field of activity or economic independence. Special conditions for shareholding may be added to the articles of association, such as belonging to a certain professional group. Or, you can restrict the sale of shares to your competitor due to your company's confidential information.

Share Transfer Agreement in Joint Stock Companies

There are some misconceptions about share transfer transactions in joint stock companies. In particular, misconceptions such as that the share transfer agreement must be notarized or that general assembly approval is mandatory are common. In this context, we would like to point out that notary approval is not required for share transfer transactions and a general assembly decision is not mandatory. Turkish Commercial Code (TTK) requires that share transfer in limited companies be made in writing and signatures be approved by a notary. However, it does not bring such a regulation regarding the transfer of bare shares in joint stock companies. For this reason, signing a contract in the presence of a notary or notary approval is not required for the transfer of bare shares in joint stock companies. Additionally, there is no need to obtain general assembly approval for the transfer to be recorded in the share ledger. If there will be a managerial change only after the share transfer, the new management structure must be re-defined in the articles of association. It may be necessary to go to the general assembly only for such reasons. This also applies to registration in the trade registry. Neither the Turkish Commercial Code nor the Trade Registry Regulation requires the registration of joint stock company shares and share transfers in the trade registry. Only if the company has changed from a single-partner structure to a multi-partner structure or from a multi-partner structure to a single-partner structure, this should be reported to the trade registry. You can call us to get more information about bare share transfer procedures and share transfer transactions in joint stock companies. We offer accurate guidance and professional support on the subject.