Company Law

Action for Determination of Share Ownership and Registration in the Share Ledger: Refusal of Registration, Correction and Voting Rights

A boardroom table with share ledger, general assembly and attendance list files, representing a dispute over share ownership and registration.

Author: Av. Umut GüneşPublished: October 26, 2026About 17 min read

Institutional legal review and control: Güneş & Güneş Law Firm

Published by: Güneş & Güneş Law Firm

Summary

The transfer of a share, or its acquisition by inheritance, enforcement or court decision, is not the same stage as the company’s recognition of the person as a shareholder. In particular for registered shares of a joint-stock company, the passing of ownership, the entry in the share ledger and the exercise of membership rights against the company must be distinguished from one another. As a rule, the share ledger entry is not the sole constitutive element of share ownership; on the other hand, the company recognises as shareholder the person registered in the share ledger. If the company refuses a registration request unlawfully, claims for determination of share ownership, entry in or correction of the share ledger, protection of general assembly and voting rights, and targeted interim injunctions may come into play.

How a share is acquired varies according to the type of the share and whether it is embodied in a certificate. For a registered share certificate, endorsement, transfer of possession and, where applicable, the company’s approval; for a share not embodied in a certificate, the provisions on the assignment of receivables; and for acquisition by inheritance, the matrimonial property regime, enforcement or court decision, the special provisions on passing of title may apply.

For this reason, the statement “the share transfer agreement was signed” may not by itself show that ownership has definitively passed. Whether the contract is merely an obligation-creating instrument or also contains the act of disposition, the delivery of the share certificate, the endorsement, the price, the company’s approval and the transfer-restriction (bağlam) provisions must be examined together.

Under TCC Art. 499, the company enters the holders of shares not embodied in certificates and of registered share certificates in the share ledger; against the company, only the person registered in the share ledger is regarded as a shareholder. This recognition does not make the share ledger entry the sole source of ownership in most cases; it gives the entry a decisive function of recognition and proof in the exercise of rights within the company.

For registered shares of a joint-stock company, the entry in the share ledger is, as a rule, not a record that creates ownership but a declaratory record that enables the exercise of shareholder rights against the company. However, the transfer-restriction provisions in the articles of association and the company’s approval can have an important effect on transfer and on the exercise of rights.

Share transfer in a limited liability company is subject to a different regime. The written form, notarisation of signatures, general assembly approval and trade registry processes are assessed separately. The consequences concerning the share ledger of a joint-stock company must therefore not be transposed unchanged to the shareholders’ share ledger of a limited liability company.

Registered shares

Registered shares and shares not embodied in certificates are entered in the share ledger. In response to a registration request, the board of directors examines the transfer documents and any transfer-restriction conditions in the articles of association.

Bearer shares

For bearer shares, possession and the notification system of the Central Registry Agency (MKK) are important. The registered-share ledger logic does not apply directly to these shares. The main subject of this article is registered shares or shares not embodied in certificates, which must be entered in the share ledger.

Shares of a limited liability company

In a limited liability company, although a shareholders’ share ledger is kept, the validity and approval of a share transfer are subject to the special provisions beginning with TCC Art. 595. Registration with the trade registry and announcement provide clarity for third parties; but in a share ownership dispute, the contract, the general assembly approval and the other constitutive acts are examined separately.

The Board of Directors’ Power of Review in Transfers of Registered Shares

Can the board of directors refuse registration at its own discretion?

The board of directors may examine the transfer documents, the share certificate, the endorsement, the delivery, the transferor’s authority and the transfer-restriction provisions in the articles. However, it cannot give an arbitrary refusal decision or one that discriminates among shareholders. The refusal must rest on a statutory or articles-based ground and must be notified within the time limit.

Transfer-restriction provisions in the articles

Making the transfer of registered shares subject to company approval is called a “transfer restriction” (bağlam). For unlisted shares, the company may invoke an important ground stipulated in the articles, or may offer to take over the shares at their real value on its own account or on behalf of other shareholders or third parties. In acquisition by inheritance, partition of the estate, the matrimonial property regime between spouses or enforcement, the possibility of refusal is subject to narrower and special rules.

The company’s failure to respond

Under TCC Art. 498, if the company does not refuse within the statutory time limit counted from the date it receives the request for approval, approval is deemed to have been given. The date of the application and the fact that the request reached the company must be proved by a notary, KEP (registered electronic mail), registered mail with return receipt, or a delivery receipt.

Acquisition of Shares by Inheritance, Matrimonial Property Regime and Enforcement

Passing of property rights

TCC Art. 494/2 provides that, in acquisition by inheritance, partition of the estate, the matrimonial property regime between spouses or enforcement, ownership of the shares and the property rights arising from the shares pass immediately to the acquirer. By contrast, the exercise of the rights to attend the general assembly and to vote may be affected by the company’s process of recognition.

Documents to be submitted by the heir to the company

The following should be submitted:

Certificate of inheritance,
Death records,
Estate partition agreement or court decision,
Share certificates and company records,
Where necessary, an apostille and translation for foreign documents.

Are heirs treated as third parties?

In the decision of the 11th Civil Chamber of the Court of Cassation (Yargıtay) dated 11.12.2025, E.2025/2459, K.2025/7486, it was held that in the context of an injunction prohibiting the transfer of shares to third parties, heirs cannot be regarded as third parties, and that property rights pass by inheritance under a special provision. The scope of the injunction and the automatic passing of the estate must not be confused.

A written registration request must be made first

Before bringing an action, it is important to make a clear and documented application to the company. The application should state:

The manner in which the share was acquired,
The number, group and nominal value of the shares,
The date of transfer,
The underlying contract, endorsement, delivery or inheritance document,
The registration and rights requested.

A board of directors resolution should be requested

In addition to the company’s silence or its failure in practice to make the entry, having the ground for refusal set out in a written board of directors resolution defines the boundaries of the dispute. If the ground for refusal is unclear, the company may put forward new and different defences during the proceedings.

Where there is a dispute among the transferor, the transferee or the heirs as to whom the share belongs, determination of share ownership can be requested. This action concerns not only the ledger entry but the substantive right in the share. The parties are determined according to the company, the registered shareholder, the transferor and the others who assert rights.

Where share ownership is undisputed and the company merely refuses the registration, an order that the company make the entry and a correction of the erroneous entry can be requested. For the outcome of the action to be enforceable, the number, group and nominal value of the shares and in whose name the current entry stands must be shown clearly.

Bringing the declaratory and performance claims together

A decision merely “declaring that he or she is a shareholder” may not always define sufficiently which entry the company is to make. In the specific case, the claims necessary for the declaration, the share ledger entry, delivery of the share certificate, deletion of the erroneous entry and exercise of the relevant rights may be assessed together or in the alternative.

In the decision of the 11th Civil Chamber of the Court of Cassation dated 11.02.2026, E.2025/3997, K.2026/911, the request for determination and registration of share ownership was accepted; on the other hand, the appointment of a trustee (kayyım) to the company’s management was not considered appropriate because it was not limited to the subject matter of the action. This decision shows the importance of consistency between the subject of the claim and the scope of interim protection.

Wrongful entry and deletion

If the share ledger shows another person as shareholder contrary to the truth, deletion of the wrong entry and entry of the true right-holder can be requested. In the dispute that was the subject of the decision of the 11th Civil Chamber of the Court of Cassation dated 20.11.2012, E.2012/16022, K.2012/18633, new shares arising from shares whose ownership had previously been determined were also registered in the wrong person’s name, and correction of the entry and an injunction over the shares came into play.

The share ledger belongs to the company and must be kept at the company’s headquarters. In the decision of the 11th Civil Chamber of the Court of Cassation dated 15.01.2019, E.2017/3487, K.2019/355, it was accepted that the share ledger and the board of directors’ resolution book cannot be held under the monopoly of one person and must be kept at the company’s headquarters in a place accessible to those authorised.

Preserving old and new entries

When a correction is made, instead of erasures and changes that leave no trace, the previous entry, the date of correction, the underlying board of directors resolution or court judgment and the new entry should be clearly traceable. Impairing the integrity of the ledger may lead to problems of proof and to the liability of the managers.

Attendance at the General Assembly and Voting Rights

How is the attendance list (hazirun cetveli) prepared?

The list of those who may attend the general assembly of a joint-stock company is prepared on the basis of the share ledger entries for registered shares and of the Central Registry Agency data for bearer shares. A person not entered in the share ledger may not be admitted to the general assembly even if he or she claims to be a shareholder under substantive law.

Are the rights of an unregistered shareholder left in suspense?

A transferee not recognised by the company cannot exercise the rights to attend the general assembly and to vote arising from the share. If the company’s refusal decision is found unlawful, the company’s obligation of recognition and its liability for damage under TCC Art. 497 may come into play. Property rights and the rights to participate in management may not pass at the same time and in the same way in every case.

Does non-admission to the general assembly lead to annulment of the resolution?

A person who is a shareholder but is wrongfully not allowed to attend and vote at the general assembly may request annulment of the general assembly resolution under the conditions in TCC Art. 446. However, the violation must have been influential in the adoption of the resolution. At the same time, it may be necessary to bring an action for determination of share ownership or for registration.

How is the voting right protected while the action is pending?

If the conditions of prima facie proof and proportionality are met, the court may consider an injunction aimed at protecting attendance or the voting right for a particular general assembly. But the merits of the case cannot be fully resolved by an injunction; granting an interim decision that finally rules on who is the shareholder is often not appropriate.

Dividend, Information and Other Rights

The right to dividends

The right to dividends depends on the general assembly’s distribution resolution and on shareholder status. If payment has been made to the former registered holder because of the registration dispute, the company’s good faith, the date of notification and the claim of the true right-holder are examined separately.

The right to information and inspection

The company may refuse the information request of a person it does not recognise as a shareholder. For this reason, before the substantive share ownership dispute is resolved, standing to sue in an information action may become contentious. The registration request and the information request should be planned in a linked manner.

If a capital increase has been made after the transfer, to whom the pre-emptive subscription or bonus share rights belong is determined according to the date of transfer, the contract provisions, the entry and the capital increase resolution. Registration of new shares arising from old shares in the wrong person’s name may also be the subject of a separate correction action.

As a rule, share transfers in a joint-stock company are not registered with the trade registry. Certain facts, such as board membership or a sole shareholder, may appear in the registry; but the registry entry does not conclusively show the entire shareholding position.

The function of the registry in a limited liability company

The ownership structure of a limited liability company is more visible in the trade registry and announcements. However, a registry entry does not by itself make an invalid share transfer agreement valid. The written form, notarisation, general assembly approval and substantive entitlement are examined separately.

MERSİS and registry data alone are not sufficient evidence

MERSİS and trade registry records are important official data; but they must be assessed together with the share certificate, the share ledger, the transfer agreement, the general assembly resolution and payment documents.

In Which Cases Can an Interim Injunction Be Requested?

Preventing transfer of the shares to third parties

The transfer of shares whose ownership is in dispute to a third party during the proceedings can nullify the effect of the decision. In the decision of the 11th Civil Chamber of the Court of Cassation dated 24.09.2012, E.2012/10048, K.2012/14122, it was accepted that an injunction should be granted to prevent the transfer to third parties of shares whose ownership is disputed.

The injunction must be clear and enforceable

The injunction order must state the owner, number and group of the shares and the company clearly. Vague decisions such as “an injunction over fifty percent of the company’s capital”, which could also cover the shares of persons who are not parties, create enforcement problems.

Halting the general assembly entirely is the exception

The existence of a share ownership dispute does not require every general assembly to be halted. The holding of the meeting and the protection of the vote or the transfer status of the contested share can be handled separately. The injunction should not obstruct the company’s normal operations unnecessarily.

A trustee to manage the shares

A trustee (kayyım) for the management of contested shares can be considered only if there is a concrete risk and need for the task. If the subject of the share ownership action is not the whole of the company’s management, the appointment of a general trustee to the company’s management may be disproportionate.

Means of Proof and Evidentiary Value

The original of the registered share certificate, the chain of endorsements and the fact of delivery are the basic evidence. A photocopy may not be sufficient on its own unless it is explained who holds the original certificate and when possession passed.

The contract should state clearly the number of shares, group, nominal value, price, date of transfer, delivery of the share certificate, company approval and to whom the ancillary rights belong. A payment receipt alone may not show which share was transferred.

Bank and payment records

Payment supports the parties’ intention to perform the contract. However, the payment description must be consistent with the information in the contract and in the share certificate.

The share ledger shows whom the company recognises as shareholder; the attendance list shows who exercised a right of attendance at a particular general assembly. Although these documents do not conclusively create the substantive right, they are strong internal evidence of the company.

Board of directors resolutions and correspondence

The registration acceptance or refusal decision, the ground for refusal, the date of the application and the correspondence between the parties determine the company’s good faith and whether it complied with the statutory time limit.

Checklist for Litigation Strategy

The company type and share type are determined.
It is checked whether the share is embodied in a certificate.
The obligation-creating and disposition acts are separated.
Endorsement, delivery, payment and company approval are documented.
The transfer-restriction provisions in the articles are examined.
The written registration request and the date it reached the company are proved.
The refusal decision and its ground are obtained.
All persons who assert a genuine right are identified.
The claims for determination, registration, deletion and delivery are framed correctly.
A proportionate injunction is requested for general assembly and transfer risks.
The dividend, pre-emptive and information rights arising from the share are calculated separately.
The implementation of the court decision in the share ledger and, where necessary, in the registry is followed up.

Conclusion

The most common mistake in share ownership disputes is to treat the entry in the share ledger and ownership of the share as the same thing. How the share was acquired, the company’s power of recognition and when shareholder rights can be exercised are separate stages. When the company refuses a registration request unlawfully, what must be planned together, according to the specific case, is not merely a “determination of shareholder status” but entry in the share ledger, deletion of the wrong entry, delivery of the share certificate, voting and general assembly attendance rights, and interim protection. For the outcome of the action to be applicable in real life, the number and group of the shares, the existing entry and the new entry requested must be shown without doubt.

Frequently Asked Questions

Can one be a shareholder in a joint-stock company without being entered in the share ledger?

Under substantive law you may have acquired the share validly; but, as a rule, the company recognises the person registered in the share ledger as shareholder. Rights such as attendance at the general assembly, voting and obtaining information may be affected by the registration problem.

First a documented written registration request should be made and the ground and date of refusal established. Depending on the conditions, determination of share ownership, an action for entry in or correction of the share ledger, and an interim injunction can be requested.

It is not by itself conclusive and constitutive evidence; it is an important commercial book entry showing whom the company recognises as shareholder. It is assessed together with the share certificate, endorsement, delivery, contract, payment and other evidence.

Not always. The type of share, the existence of the certificate, endorsement and delivery, company approval and the transfer-restriction provisions in the articles must be examined. The contract may have created only an obligation to sell.

Because the person is not recognised by the company, there is a risk of not being admitted to the meeting. If there is a wrongful refusal, registration can be requested from the court and, if the conditions are met, interim protection for a particular meeting.

What happens if the company does not respond to the registration request?

In the approval process for registered shares, the statutory time limit in TCC Art. 498 is important. If no refusal is notified in time, approval may be deemed to have been given. The date on which the application reached the company must be proved.

Property rights may pass by inheritance under a special provision; but the company’s process of recognition and the inheritance documents are important for payment and exercise of rights. The specific share type and the company’s decision must be examined.

Can an interim injunction be placed on the shares?

If there is a risk that transfer to third parties of shares whose ownership is disputed would nullify the effect of the decision, an injunction prohibiting transfer can be requested, with the shares clearly identified. The injunction must be proportionate and enforceable.

Sources

1 — Turkish Commercial Code No. 6102, in particular Art. 417, Art. 426, Art. 489, Art. 490–500 and Art. 595–598. Link to source

2 — Court of Cassation 11th Civil Chamber, E.2012/16022, K.2012/18633, dated 20.11.2012. Link to source

3 — Court of Cassation 11th Civil Chamber, E.2025/3997, K.2026/911, dated 11.02.2026. Link to source

4 — Court of Cassation 11th Civil Chamber, E.2012/10048, K.2012/14122, dated 24.09.2012. Link to source

5 — Court of Cassation 11th Civil Chamber, E.2012/2317, K.2012/4146, dated 19.03.2012. Link to source

6 — Court of Cassation 11th Civil Chamber, E.2025/2459, K.2025/7486, dated 11.12.2025. Link to source

7 — Court of Cassation 11th Civil Chamber, E.2017/3487, K.2019/355, dated 15.01.2019. Link to source

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