Share Transfer in a Joint-Stock Company: Registered and Bearer Shares, Share Register and MKK Notification

The method of transferring shares in a joint-stock company varies according to the document that represents the share and whether the transfer is subject to company approval. For a registered certificate, endorsement and delivery of possession are considered; for an uncertificated share, a written transfer instrument; and for a bearer certificate, delivery of possession together with notification to the MKK. The share register, the Bearer Share Registration System (HPKS) and the book-entry system of the capital markets serve different functions. Payment of the purchase price does not mean that these steps have been completed. [1, 2, 3]

This article is prepared especially for the management of non-public joint-stock companies that purchase shares, transfer their shares or receive a registration request. The distinctions between public companies, shares listed on the stock exchange and shares tracked in book-entry form are shown separately. The date of the legal assessment is 14 October 2026.

How does the nature of the share change the transfer procedure?

Before starting the transaction, the company’s current articles of association, its share register and, where they exist, the original certificates should be examined together. Until the nominal value, number, class, privilege and capital debt of the share are determined, a contract drawn up only around “twenty percent of the company” may not be sufficiently clear. The legal content of the document held by the shareholder matters as much as its name.[1, Art. 484–487, 499]

The steps in the table are not a single procedure completed in the same order in every file. Particularly where the transfer is subject to company approval, it may be necessary to make closing and payment conditional on the approval. The fact that an interim certificate is to be exchanged for a bearer share certificate in the future does not cause the bearer certificate regime to apply during the interim certificate period.[1, Art. 486, 490–494][2, Art. 183–184][4, Art. 7]

The requirement of notarial certification of signatures that applies to the transfer of a limited liability company share cannot, as a general rule, be carried over to the transfer of shares in a joint-stock company. Conversely, a contract signed before a notary does not by itself complete a deficient certificate transfer, the necessary company approval or the MKK notification.[1, Art. 489–490, 595]

How are registered certificates and uncertificated shares transferred?

Examining the original certificate and the chain of transfers

TTK Art. 490 provides that registered shares may be freely transferred unless the law or the articles of association provide otherwise. When a share embodied in a certificate is transferred by legal transaction, delivery of possession of the endorsed certificate to the transferee is the method regulated by law. The sale contract, the entries on the certificate and the delivery record should be prepared consistently with one another.[1, Art. 490]

The buyer should not act on a photocopy alone. The mandatory elements of the certificate, the authorized signatures, the shares it represents and the earlier transfers should be checked. Comparing the formal requirements in TTK Art. 487 with the company records makes problems visible, such as duplicate documents for the same share, a broken chain of transfers or a certificate that is not in the seller’s hands. If the validity of the certificate is disputed, this problem should be resolved separately before the registration request.[1, Art. 487, 499]

Written transfer of an uncertificated share and the capital debt

The fact that the company has not printed share certificates does not mean there is no shareholding. When a share not embodied in a certificate, known in practice as a “bare share” (çıplak pay), is transferred, a written transaction is made within the framework of the provisions on the assignment of receivables. The transfer instrument must show the parties and the transferred shares in a determinable manner. The source of the written-form requirement is TBK Art. 184; a mere promise to sell in the future must be distinguished from a completed transfer.[2, Art. 183–184][1, Art. 499]

The purchase price and the capital debt remaining toward the company are also different things. The buyer’s payment of the price to the seller does not extinguish the capital commitment that has not yet been paid. Under TTK Art. 501, the transferee who is entered in the share register becomes liable to pay the remaining price of the share. Leaving the economic burden with the seller in the contract does not automatically eliminate the company’s statutory claim.[1, Art. 501]

Registered shares that are not fully paid up

Under TTK Art. 491, these shares are, as a rule, transferred with the company’s approval. There are statutory exceptions for succession, partition of an estate, the marital property regime between spouses and transfers by way of compulsory enforcement. The company’s power of refusal is also limited: the doubtful ability of the transferee to pay and the failure to provide the requested security are assessed together. Management merely saying “we do not want a new shareholder” does not constitute a sufficient ground under this provision.[1, Art. 491]

A different threshold applies to a bearer share certificate. Bearer certificates cannot be issued for shares that are not fully paid up; certificates that are issued are invalid. Therefore, in a transaction with incomplete capital, the word “bearer” on the certificate does not by itself determine the regime to be applied.[1, Art. 484]

The approval requirement in the articles of association and the power of refusal

Restricted transferability (bağlam) for shares not listed on the stock exchange

The articles of association may make the transfer of registered shares subject to company approval. In practice, this restriction is called “bağlam” (restricted transferability). The creation of a usufruct is subject to the same restriction; if the company has entered liquidation, the restrictions on transferability fall away. First, it should be investigated whether the articles of association in force contain a valid approval system.[1, Art. 492]

For registered shares not listed on the stock exchange, the company may refuse approval on the basis of an important reason provided for in the articles of association. A provision concerning the composition of the circle of shareholders must have a justified connection with the company’s business purpose or economic independence. The transferee’s failure to expressly declare that it acquires the shares in its own name and for its own account may also be a separate ground for refusal. The articles of association cannot make the statutory transfer conditions more onerous.[1, Art. 493]

In an ordinary sale in which approval is required, ownership of the shares and the rights attached to them remain with the transferor until approval is given. In succession and similar transfers listed by law, by contrast, ownership and the rights relating to property pass immediately, while the right to attend the general assembly and the right to vote are acquired through company approval. Applying the same result to all types of transfer erases this important distinction.[1, Art. 494]

What does the Court of Cassation’s 2025 decision show?

In its decision of the 11th Civil Chamber of the Court of Cassation dated 03.02.2025, E. 2024/1865, K. 2025/478, the dispute concerning the refusal to approve a share transfer and the entry in the share register was examined. The majority of the chamber upheld the regional court of appeal’s decision on determining shareholder status and registration. In the review, the concreteness of the ground for refusal in the articles of association, the effect of a reference to the shareholders’ agreement and whether a valid board of directors resolution had been formed were important. [6]

The decision shows that an obligation under a private shareholders’ agreement cannot automatically be asserted as a company-law restriction against everyone who is not a party to that agreement. However, it cannot be concluded that every competition-based ground is invalid or that every transfer will necessarily be approved. The dissenting opinion contains different assessments regarding the protection of economic independence, the decision-making structure required for approval and refusal, and the composition of the board of directors. [6]

The practical result is this: in a refusal file, it is not sufficient to have a single clause of the agreement. The clause, the characteristics of the specific buyer, the interest of the company that is sought to be protected and the legally valid decision-making process of the board of directors must be shown together. This provides a more reliable assessment than citing the decision as a slogan detached from its facts.[1, Art. 493–494] [6]

The escape clause and disputes over real value

TTK Art. 493 gives the company one more route besides an important reason: offering the transferor to take over the shares, at their real value at the time of the application, for its own account, for the account of other shareholders or for the account of third parties. This mechanism, called the “escape clause” (kaçış klozu), aims to refuse the buyer’s entry into the company while not holding the transferor economically bound to its shares. The addressee of the offer, its financing and the shares it covers must be clear.[1, Art. 493/1] [9]

Real value is not automatically the nominal value or the sale price written by the parties. The valuation date, the company’s financial position, and the rights and characteristics attached to the share must be examined together. TTK Art. 493/5 gives the transferee the right to request the commercial court of first instance at the company’s registered office to determine the real value, and places the valuation costs on the company. The different types of transfer and the capacities of the parties in the same article of the law should not be confused with one another.[1, Art. 493] [8]

The seller requesting a determination of the real value

In its decision of the 11th Civil Chamber of the Court of Cassation dated 22.06.2021, E. 2020/338, K. 2021/5306, the company’s offer of one lira was discussed against a sale agreed at six liras per share. The lower courts held, on the basis of the word “transferee” in the law, that the transferor could not bring an action. The Court of Cassation, however, held that in a voluntary transfer the transferor, who is the addressee of the company’s purchase offer, has a legal interest in the determination of the real value, and quashed the decision. [7]

This decision does not mean that the six liras in the sale contract were accepted by the court as the real value. In addition, the chamber did not examine the other grounds of appeal concerning the objection on time limits at that stage. The decision therefore cannot be used to say that “all value determination actions are without a time limit.” In scholarship, too, the right of the transferor and the transferee to bring an action and the relationship between different forms of transfer are discussed. [7, 8, 9]

Transfer of bearer shares and notification to the MKK

Delivery of the certificate and notification must be tracked together

Under TTK Art. 489, the transfer of a bearer share certificate takes effect with respect to the company and third parties through the transferee’s notification to the MKK, in addition to the delivery of possession. Until the notification is made, the rights arising from the share cannot be exercised; in asserting rights against the company and third parties, the date of notification is taken into account. It is therefore risky to assume that the person who has received the certificate can attend the general assembly.[1, Art. 489]

The HPKS is not the same as the system for shares tracked in book-entry form under Article 13 of the Capital Markets Law. According to the MKK’s operating rules, the transferee may make the notification; if the transferee applies to the company, the notification may also be made through the company. In the transaction file, the identity or legal entity information of the parties, the MKK reference of the certificate and a copy of the certificate should be checked. [3][4, Art. 3, 6–8]

In practice, it is useful to keep the certificate delivery record, the payment receipt and the HPKS notification confirmation in the same file. Instead of settling for an entry made by management, it should be verified that the new rightholder appears correctly in the system. For a physical certificate that has been placed under safekeeping and is subject to attachment or an injunction, the company representative creates the HPKS record upon notification by the relevant authority containing the MKK reference. Unless the relevant authority decides otherwise, a transfer notification cannot be made through the HPKS for this share. The system record does not replace the procedure for the attachment and safekeeping of the certificate.[4, Art. 8, 11]

Did the Constitutional Court decision abolish the notification requirement?

No. The Constitutional Court’s decision dated 18.01.2024, E. 2021/28, K. 2024/11 annulled the administrative fine for failure to make the transfer notification in sub-paragraph (b) of TTK Art. 562/13. The reasoning is that the law’s failure to specify the period within which the notification must be made undermines the foreseeability of the sanction.[5, paras. 204–216]

This decision did not remove the notification in TTK Art. 489 or the effect of its absence on share rights. It should also not be confused with Art. 562/13-(a), which attaches to the obligation under TTK Art. 486/2 on the first issuance of bearer certificates. Statements such as “no consequence remains for the MKK notification” or “Art. 562/13 was annulled in its entirety” are not correct.[1, Art. 486, 489, 562] [5]

What functions do the share register, ETDS and the book-entry system serve?

Under TTK Art. 499, the owners of shares not embodied in certificates and of registered share certificates, together with usufruct holders, are entered in the share register. No entry can be made until a proper transfer is proven; in dealings with the company, the person entered in the register is, as a rule, regarded as the shareholder or usufruct holder. Nevertheless, the entry is not a means of making an invalid transfer valid.[1, Art. 499]

For this reason, the generalization that “ownership of no share passes unless it is entered in the register” is also not accurate. The form of transfer, the need for approval and the exercise of rights against the company are separate assessments. Explanations that combine the MKK regime, which is decisive for bearer certificates, with the share register regime for registered shares may misdirect the transaction.[1, Art. 489, 494, 499]

The Electronic Commercial Books System (ETDS) does not remove this distinction. According to the Ministry of Trade’s announcement, subject to special scope and exceptions, from 1 January 2026 the share register and the minute book of general assembly meetings and deliberations are kept in electronic form in companies established by registration with the trade registry. For companies established earlier, the conditions for entering the scope should be examined separately; it should not be assumed that all older joint-stock companies fall within the mandatory scope for the same reason. [10]

Being a public company, being listed on the stock exchange and having shares tracked in book-entry form are different questions. The special regime in TTK Art. 495–498 is directed at registered shares listed on the stock exchange. For these shares, recognition, voting rights and grounds for refusal are examined specially; in transactions of public companies, the Capital Markets Law and the relevant regulations are also checked.[1, Art. 495–498] [3][11, Art. 13]

Which time limit applies to which transaction?

The day on which the approval application reaches the company and the documents attached to it should be provable. The board of directors’ resolution, the person who received the application, the grounds for refusal and the date of the notification should be preserved. Instead of starting the three-month period from delivery of the certificate or payment of the sale price, the receipt of the approval request, as indicated in the law, is the basis.[1, Art. 493–494, 498]

How should one proceed if registration in the share register is refused?

First, it is determined which right is missing: a valid transfer may never have taken place; the company may have unjustly refused the required approval; or the entry may not have been made despite a completed transfer. A claim for a refund of the price against the seller and a claim for recognition of shareholder status against the company are not the same legal question.[1, Art. 490–499] [6, 7]

Depending on the specific case, determination of shareholder status, entry in the share register, assessment of the grounds for refusal, determination of the real value or compensation for loss may come into play. In these disputes relating to commercial companies, jurisdiction and the nature of the claim are examined under TTK Art. 4–5. In actions arising from the partnership relationship, the scope of the exclusive jurisdiction rule in HMK Art. 14/2 is taken into account; for determination of the real value, the special provision of TTK Art. 493/5 pointing to the company’s registered office is taken into account. [1][12, Art. 14, 106]

Mediation also requires a distinction between claims. Mediation as a condition precedent to litigation is considered for monetary claims, compensation and the other commercial actions listed in TTK Art. 5/A. A mere claim to determine shareholder status or to be entered in the share register should not automatically be brought within the same scope simply because the dispute is commercial.[1, Art. 5/A]

An interim injunction may be requested if an outcome that is difficult to remedy would arise before the general assembly. The request should be framed to suit the right to be protected and the concrete danger; the requirements of prima facie proof and, where necessary, security must be met. The shares and the transaction to which the injunction will apply should be stated clearly.[12, Art. 389–392]

Obtaining an injunction does not end the process. Under HMK Art. 393, enforcement must be requested within one week of the pronouncement or service of the decision on the party requesting the injunction. For a pre-action injunction, under HMK Art. 397, the main action must be filed within two weeks from the date on which enforcement was requested, and the relevant documents must be presented to the enforcing officer and placed in the file. These periods cannot be confused with the three-month period provided for the company to give approval. [12] Where mediation as a condition precedent to litigation is involved, under Law No. 6325 Art. 18/A-16, the period for filing the action under HMK Art. 397 does not run from the application to the mediation office until the final minutes are drawn up. This special provision should not be extended to the one-week period provided for requesting enforcement of the injunction. [13]

Which documents should be kept together at the closing of a transfer?

The closing file of the transaction should allow the economic agreement and the legal transfer to be verified together. The following documents may be assembled according to the type of transaction:

• The current articles of association and the records showing the shares and the earlier rightholding.
• The contract setting out the number of shares, their class, price, payment terms and, where applicable, the consequences of failing to obtain approval.
• A record of the examination and delivery of the original certificates; for an uncertificated share, a written transfer instrument.
• Records showing the payment status of the capital; the company’s approval and refusal notices.
• Confirmation of the share register or ETDS entry; the HPKS notification result in the relevant transaction and bank receipts.

This list is less a list of statutory documents than a transaction recommendation that reduces evidentiary gaps in the transfer. It does not mean that every document is mandatory for all types of shares. In particular, if there is an approval requirement, at which stage the price will be released and how it will be refunded in the event of refusal should be agreed in advance.[1, Art. 489–499][2, Art. 184] [4]

Where the transfer also results in a joint-stock company with a single shareholder, the notification and registration process under TTK Art. 338/2 is also to be observed: the situation is notified in writing to the board of directors within seven days from the date of the transaction, and the board has the necessary registration and announcement made within seven days from the date it receives the notification. For undertakings falling within TTK Art. 198, exceeding or falling below certain capital thresholds may also give rise to separate notification consequences. The statement “a joint-stock company share transfer never concerns the registry” overlooks these exceptions.[1, Art. 198, 338]

Conclusion

A safe outcome in the transfer of shares in a joint-stock company depends on assessing, together, the transfer transaction suited to the type of share and the exercise of rights against the company. For a registered share, approval and the share register; for a bearer certificate, delivery and MKK notification; and for a book-entry share, the special capital markets regime should be the basis. The refusal conditions in the articles of association, the addressee of the real value offer and the application dates can change the outcome of the dispute. Bringing payment, delivery of the certificate, the corporate body’s decision and the registration confirmation together in the same transaction file makes it easier to notice a deficiency before a loss of rights arises. [1, 3, 6, 7]

Related articles: Share Transfer in a Limited Liability Company: Notary, General Assembly Approval, Registration and Liability; Shareholders’ Agreement: Voting Arrangements, Tag-Along, Exit and Breach; Attachment of a Company Share for a Partner’s Debt: Enforcement and Sale in Limited and Joint-Stock Companies; Annulment of a Company General Meeting Resolution: Deadlines, Nullity and Stay of Execution.

Frequently Asked Questions

Is a notary mandatory in the transfer of shares in a joint-stock company?

The requirement of notarial certification of signatures that applies to the transfer of a limited liability company share does not, as a general rule, apply to a joint-stock company. The form of transfer suited to the type of share, the company’s approval where required, and the relevant registration steps must be completed. A notarial act does not replace them.[1, Art. 489–490, 595]

I received a bearer share certificate; can I vote without the MKK notification?

TTK Art. 489 attaches to the absence of notification the consequence that the rights arising from the share cannot be exercised. Delivery of the physical certificate alone does not remove this obstacle. The date of the notification and the rightholding in the system should be verified. [1, 3]

If the fine for not making the MKK notification has been annulled, is the notification unnecessary?

No. The Constitutional Court annulled the administrative fine in TTK Art. 562/13-(b). The consequences of the notification in TTK Art. 489 and of the exercise of rights continue. The obligation and sanction at the first issuance of the certificate are assessed separately. [1, 5]

Does my entry in the share register prove ownership in every case?

The entry is an important document, but it does not cure an invalid transfer. The company cannot make an entry until a proper transfer is proven. The certificate, the transfer instrument, the approval and the earlier records are examined together.[1, Art. 499]

If the company does not reply within three months, is every share transfer deemed accepted?

The three-month period relates to the regime in TTK Art. 494. For registered shares listed on the stock exchange, TTK Art. 498 provides a twenty-day recognition period. These periods cannot be used in place of one another without determining the start dates and the type of transaction. [1]

Once the ETDS entry is made, is the HPKS notification also completed?

No. ETDS concerns the electronic keeping of commercial books. The HPKS, on the other hand, is the MKK notification system for bearer share certificates within its scope. These are not two different names for the same transaction. [3, 4, 10]

Can only the buyer bring an action to determine the real value?

TTK Art. 493/5 refers to the transferee. However, the Court of Cassation has accepted that in a voluntary transfer the transferor, who is the addressee of the company’s purchase offer, also has a legal interest in the determination of the real value. The basis of the claim and the capacity of the parties should be framed according to the specific transaction. [1, 7]

Sources

1. Law No. 6102 on the Turkish Commercial Code (6102 sayılı Türk Ticaret Kanunu); in particular Arts. 4–5/A, 198, 338, 484–501 and 562. Ministry of Justice UYAP Legislation: https://mevzuat.adalet.gov.tr/mevzuat/103039
2. Law No. 6098 on the Turkish Code of Obligations (6098 sayılı Türk Borçlar Kanunu), Arts. 183–184. Ministry of Justice UYAP Legislation: https://mevzuat.adalet.gov.tr/mevzuat/103273
3. Central Securities Depository (Merkezi Kayıt Kuruluşu), Bearer Share Registration System: https://www.mkk.com.tr/saklama-hizmetleri/piyasalar-ve-platformlar/hamiline-pay-kayit-sistemi
4. Central Securities Depository (Merkezi Kayıt Kuruluşu), Directive on the Business and IT Application Principles and Rules of the Bearer Share Registration System, text published on 05.01.2023: https://www.mkk.com.tr/sites/default/files/2023-01/HPKS_%C4%B0%C5%9F_ve_Bili%C5%9Fim_Uygulama_%C4%B0lke_Kurallar%C4%B1_Y%C3%B6nergesi_05012023.pdf
5. Constitutional Court (Anayasa Mahkemesi), 18.01.2024, E. 2021/28, K. 2024/11; Official Gazette 03.04.2024, No. 32509; in particular paras. 204–216 and the relevant part of the holding: https://normkararlarbilgibankasi.anayasa.gov.tr/ND/2024/11
6. 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi), 03.02.2025, E. 2024/1865, K. 2025/478. The majority opinion and the dissenting opinion were examined together. De Jure decision text, an access account may be required: https://app.dejure.ai/dokuman/3acd241d-4fa7-4e15-bc01-21a28c8df041
7. 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi), 22.06.2021, E. 2020/338, K. 2021/5306. De Jure decision text, an access account may be required: https://app.dejure.ai/dokuman/3e0c9c2d-2fbc-4abf-a7ef-6aa5b202361d
8. Zehra Yaman, “Some Current Problems and Proposed Solutions Concerning Restricted Registered Shares Not Listed on the Stock Exchange (TTK Art. 493)” (Borsaya Kote Edilmemiş Bağlı Nama Yazılı Paylara İlişkin (TTK m. 493) Güncel Bazı Sorunlar ve Çözüm Önerileri), Dokuz Eylül University Faculty of Law Journal, 27(2), 2025, pp. 1565–1594, DOI: 10.33717/deuhfd.1691272: https://dergipark.org.tr/tr/pub/deuhfd/article/1691272
9. Bahaeddin Berber, “An Assessment of Some Problems Concerning the Escape Clause in Joint-Stock Company Law” (Anonim Şirketler Hukukunda Kaçış Klozuna İlişkin Bazı Sorunların Değerlendirilmesi), Anadolu University Faculty of Law Journal, 10(1), 2024, pp. 291–304, DOI: 10.54699/andhd.1390226: https://dergipark.org.tr/tr/pub/andhd/article/1390226
10. Ministry of Trade (Ticaret Bakanlığı), “The Electronic Commercial Books System Will Be Mandatory for Companies Established After 1 January 2026” (1 Ocak 2026 Tarihinden Sonra Kurulacak Şirketlerde Elektronik Ticari Defter Sistemi Zorunlu Olacak), 18.12.2025: https://ticaret.gov.tr/haberler/1-ocak-2026-tarihinden-sonra-kurulacak-sirketlerde-elektronik-ticari-defter-sistemi-zorunlu-olacak
11. Law No. 6362 on the Capital Markets (6362 sayılı Sermaye Piyasası Kanunu), Art. 13. Ministry of Justice UYAP Legislation: https://mevzuat.adalet.gov.tr/mevzuat/104117
12. Law No. 6100 on Civil Procedure (6100 sayılı Hukuk Muhakemeleri Kanunu); in particular Arts. 14, 106, 389–397. Ministry of Justice UYAP Legislation: https://mevzuat.adalet.gov.tr/mevzuat/103103
13. Law No. 6325 on Mediation in Civil Disputes (6325 sayılı Hukuk Uyuşmazlıklarında Arabuluculuk Kanunu), Art. 18/A-16. Ministry of Justice UYAP Legislation: https://mevzuat.adalet.gov.tr/mevzuat/104320
14. Date of access to the sources and of the legislation check: 14.10.2026. This text is for general legal information; a specific transfer transaction or dispute should be assessed on the basis of its own documents and conditions.