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Legal Briefing - Amendments to the Turkish Commercial Code No. 6102 with the Law No. 7262



  • Registration of bearer share certificate owners

  • CRA’s new role in relation to bearer shares

  • Company books to be kept electronically

Amendments to the Turkish Commercial Code No. 6102 with the Law No. 7262

Significant amendments have been introduced to the Turkish Commercial Code numbered 6102 (the “Commercial Code”) with the Law on the Prevention of Financing of the Proliferation of Weapons of Mass Destruction numbered 7262 (the “Law No. 7262”).



With the Law No. 7262[1], a notification requirement is introduced so that any information relating to the owners of bearer share certificates of non-public joint-stock companies and their respective shareholdings are henceforth notified to the Central Registry Agency (the “CRA”). In this context, the Ministry of Commerce has been authorised to oversee that the commercial books of such companies are kept electronically.

Amendments to Holders of Bearer Share Certificates

  • The ownership status of bearer share certificate holders must be notified to the CRA in order for such shareholders to be able to exercise their respective shareholder rights. The date of notification will be taken as a basis for exercising such rights.

  • A transfer of bearer share certificates will be valid and effective only if the transferee notifies the CRA of such transfer and the transferor effects physical delivery of such certificates.

  • The detailed rules and procedures regarding notification and registration in respect of holders of bearer share certificates will be regulated by a communiqué to be issued by the Ministry of Commerce.

The amendments will come into effect on 1 April 2021.

Pursuant to the Provisional Article 14 introduced to the Commercial Code[2], holders of bearer share certificates must apply to the relevant joint-stock company until 31 December 2021 with information required for such notification. The board of directors of such joint-stock company must then undertake the relevant notification to the CRA within five business days. Administrative fines are to be imposed for non-compliance.

Keeping Books Electronically

The Ministry of Commerce has been given authority to enforce that the following is to be kept electronically: share ledger, board of directors’ resolution book and general assembly meeting book. However, the provisions of the Capital Market Law[3] are reserved. This amendment entered into force on 31 December 2020.


These amendments have been primarily introduced to combat money laundering and financing of terrorist activities but also to create further transparency. Hence, the requirement to notify the identity of holders of bearer share certificates and the keeping of company books on an electronic platform. A regulation on this matter is expected from the Ministry of Commerce in the near future.




Key contacts

For more information, please contact us:


Serdar Bezen

Senior Partner

+90 (212) 366 6803

[email protected]


Murat Soylu


+90 (212) 366 6802

[email protected]


Mustafa Karadaş


+90 (212) 366 6828

[email protected]



[1] Published in the 5. Repeating Official Gazette dated 31 December 2020 and numbered 31351

[2] Published in the Official Gazette dated 14 February 2011 and numbered 27486

[3] Published in the Official Gazette dated 30 December 2012 and numbered 28513