Step-by-Step Guide for Issuing a Stock Certificate in Turkey
Issuing stock certificate in Turkey involves a structured legal and procedural process governed by the Turkish Commercial Code (TCC). Here’s a breakdown of how it works, especially for a Joint Stock Company (Anonim Şirket), which is the typical structure for issuing share certificates:
🧾 Steps for the Issuance of Share Certificates (SCs)
1.Company Formation
Before issuing any share certificates, the company must be legally established:
- Register the company via the MERSIS system (Central Registry Record System).
- Prepare and notarize the Articles of Association, which must include:
- Company name and headquarters
- Founding partners
- Capital amount and share distribution
- Type of shares (registered or bearer)
- Rights and restrictions associated with shares
2.Capital Commitment
- Minimum capital for a Joint Stock Company is ₺250,000.
- Shares must be clearly defined in terms of value and ownership.
- Capital can be in cash or non-cash assets (e.g., equipment, property).
3.Issuance of Share Certificates
Once the company is registered and capital is committed:
- The company may issue share certificates to shareholders.
- Certificates can be registered shares or bearer shares.
- Registered shares must be recorded in the share ledger.
- Full nominal value of the bearer shares must be paid before issuance.
- Bearer shares require additional steps for transfer and may be subject to notification requirements under anti-money laundering laws.
4.Legal Documentation
Prepare the share certificate format in accordance with TCC.
Include:
- Company name and registration number
- Shareholder’s name (for registered shares)
- Number and value of shares
- Date of issuance
- Signatures of authorized company representatives
5.Board Resolution
- The Board of Directors must approve the issuance of share certificates.
- A formal resolution should be recorded and kept in company records.
📌 Additional Notes
- For bearer shares, recent regulations require notification of beneficial ownership to the Central Registry Agency (Merkezi Kayıt Kuruluşu – MKK) via the Bearer Shares Registration System (Hamiline Pay Kayıt Sistemi HPKS).
- Share transfers must be recorded and may require updates to the Trade Registry and Central Registry Authority depending on the share type.
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Issuing stock certificate in Turkey is mandatory and needs special knowledge. For more detailed information about share 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.
