The following amendments were made to the Turkish Commercial Code with the Prevention of the Financing and Propagation of Weapons of Mass Destruction Legislation Numbered 7262 published in the Official Gazette dated December 31st 2020;
- Owners of the bearer share certificate should request the disclosure of their shares to the Central Registry Agency prior to December 31st 2021 from the Joint Stock Company which they are a shareholder of. Within five working days of the request the Board of Directors should notify the Central Registry Agency established in the year 2001.
- In case of failure to request the notification by the owners of the bearer share certificate till the above-mentioned date, the owners shall not exercise their rights arising from being owners of bearer share certificates such as participating in the distribution of dividends and attending the general assembly until the notification process takes place.
- With the added clause to Article 486 of the Turkish Commercial Code numbered 6102 will be as of March 1st 2021 an obligation has been set for Companies who print bearer share certificates to notify the Central Registry Agency.
- Those which do not comply with the obligations of requests and notifications will be fined 20.000-TL.
- Regarding the completion of the transfer of bearer share and the transferee to enjoy the rights deriving from being owners of bearer share certificates, the Central Registry Agency must be notified by the transferee in accordance with the new registration system.
- This requirement shall be valid as of March 1st 2021.
- Those who don't comply with the notification obligation will be fined 5.000-TL.
- The requirement for the owner of bearer share certificates to have an access card in order to attend the general assembly will be abrogated as of March 1st 2021 and replaced with the requirement for Central Registry Agency registration.
- Albeit there is no such requirement currently, the Ministry of Trade may oblige the companies to keep shareholders stock ledgers, Board of Directors book and the book of general assembly and negotiation in a digital environment.
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