Step-by-Step Guide for Issuing Registered Share Certificates in Turkey
Issuing registered share certificates in Turkey is a formal process governed by the Turkish Commercial Code (TCC No. 6102). These certificates represent ownership in a Joint Stock Company (Anonim Şirket) and are tied to the shareholder’s identity, making them traceable and subject to company records.
Here’s a structured guide to help you navigate the process:
🧾 How to Issue Registered Stock Certificates
✅ Legal Requirements
- The company must be a Joint Stock Company (A.Ş.).
- Mimimum nominal value of shares must be paid before certificates are issued.
- The company must maintain a share ledger.
- The Articles of Association should allow for registered stocks.
🛠️ Step-by-Step Process
1.Board Resolution
The Board of Directors must pass a resolution authorizing the issuance of registered stock certificates. This resolution should include:
- Shareholder’s name
- Number and nominal value of shares
- Date of issuance
- Certificate format approval
2.Prepare the Certificate
Include the following details:
- Company name and registration number
- Shareholder’s full name and ID number
- Number of shares and nominal value
- Share class (if applicable)
- Date of issuance
- Statement that the shares are registered
- Signatures of authorized representatives
3.Record in Share Ledger
Each certificate must be recorded in the company’s Share Ledger, including:
- Shareholder’s identity
- Share quantity and value
- Certificate number
- Transfer history (if applicable)
4.Delivery to Shareholder
The physical certificate is delivered to the shareholder, who now holds formal proof of ownership.
📌 Transfer of Registered Certificates
- Transfers must be recorded in the share ledger.
- The company may require board approval for transfers, depending on its Articles of Association.
- No need for Central Registry Agency (Merkezi Kayıt Kuruluşu MKK) registration unless publicly traded.
Issuing registered share certificates in Turkey is mandatory and needs special knowledge. For more detailed information about registered 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.
