Step-by-Step Guide for Issuing Bearer Share Certificates in Turkey
Issuing bearer share certificates in Turkey involves stricter legal controls than registered shares, especially after recent amendments aimed at preventing money laundering and terrorism financing. Here’s a comprehensive guide:
🧾 How to Issue a Bearer Certificate (known also as “Bearer Form”)
✅ Prerequisites (as per Turkish Commercial Code & Law No. 6102)
Before issuing any bearer certificates, the following conditions must be met:
- Articles of Association must explicitly state that the shares are bearer.
- The company must be a Joint Stock Company (Anonim Şirket).
- The full nominal value of the shares must be paid.
- The company must be registered with the Trade Registry.
- The bearer certificates must be registered with the Central Registry Agency (Merkezi Kayıt Kuruluşu – MKK) via the Bearer Shares Registration System (HPKS).
⚠️ If bearer certificates are issued before these conditions are met, they are legally invalid, and must be reissued properly.
🛠️ Step-by-Step Process
1.Update Articles of Association
Include a clause specifying that the company may issue bearer certificates.
2.Ensure Full Payment
All share capital must be fully paid before issuing any bearer certificates.
3.Board Resolution
Pass a formal resolution approving the issuance of bearer certificates.
4.Register with MKK
- Use the MERSIS system to define company representatives.
- Register shareholder and share details in the HPKS system.
- This registration is mandatory before distributing bearer certificates.
5.Prepare the Bearer Certificate
The certificate must include:
- Company name and registration number
- Share value and quantity
- Date of issuance
- Statement that the share is bearer
- Signatures of at least two authorized representatives
6.Distribute the Certificate
Once registered and approved, the physical certificate can be delivered to the shareholder.
🔄 Transfer of Bearer certificates
- Transfers must be notified to MKK by the transferee or the company.
- Shareholder rights (e.g. voting, dividends) are only valid if the bearer certificates are registered in MKK’s system.
Issuing bearer share certificates in Turkey is mandatory and needs special knowledge. For more detailed information about bearer certificates and to benefit from our services, feel free to contact us. With over 25 years of expertise, knowledge, and experience, we are here to help you. Additionally, you can explore the books of our Founder, Dr. Soner Altaş, in the field of Commercial Law, or take a closer look at Tacirsoft Legal Information System — Turkey’s first and only legal database dedicated to Turkish Corporate Law and Organized Industrial Zones Law.
