TÜRKIYE Law and Practice Contributed by: Selim Keki, Çisem Altundemir and Erkin Tuzcular, Balcıoğlu Selçuk Eymirlioğlu Ardıyok Keki Attorney Partnership
The remuneration policies of listed companies must be announced on both the company web - site and the public disclosure platform. Note that companies that are not listed but are active in specifically regulated sectors have disclosure obligations towards their overseeing authorities/institutions. For example, payment institutions must share such information with the Turkish Central Bank at specific intervals. 5. Shareholders 5.1 Relationship Between Companies and Shareholders As per the so-called sole-obligation princi - ple that applies to JSCs, save for very limited exceptions stipulated in law, no obligation can be imposed on the shareholders other than the obligation to pay the share subscription price and (if any) the premium. The primary obligation of a shareholder is to pay the outstanding por - tion of its capital subscription in due time. JSC shareholders are not bound by a non- compete obligation towards the company. As for LLCs, shareholders have an obligation to refrain from actions that are to the detriment of the company, and specifically cannot carry out actions for their own benefit which do damage to the company. If foreseen under the articles of association of the LLC, shareholders may be prohibited from actions that compete with the company. The TCC and the articles of association of the company govern the relationship between the shareholders and the company. For JSCs, as a rule, share transfers are not subject to registration with the trade registry.
Therefore, for the purpose of identifying the shareholders of a JSC with certainty, it is nec - essary to examine the company’s share ledger and the share certificates. However, if the JSC’s shares are represented by bearer certificates, their transfer must be registered with the Cen - tral Securities Depository, whose records are not open to the public. With that said, the names and share ownership of each shareholder is registered and published with the trade registry at the time of incorpora - tion and after each capital increase or decrease, giving some level of publicity to the shareholding structure. In addition, a notification to the trade registry is required when a shareholder’s (direct or indirect) shareholding in a JSC exceeds the thresholds of (i) 5%, 10%, 20%, 25%, 33%, 50%, 67% or 100% or (ii) when a shareholder becomes the sole shareholder of a JSC. Public companies are subject to additional disclosure requirements where a group of shareholders’ control over the company reaches or falls below certain thresh - olds (5%, 10%, 15%, 20%, 25%, 33%, 50%, 67%, or 95%). Please refer to 5.5 Disclosure by Shareholders in Publicly Traded Companies for detailed information. For LLCs, shareholding information and changes are registered in the trade registry and hence accessible to the public through the trade registry gazette. Shareholding records of publicly traded JSCs are kept by the Central Securities Deposi - tory. As said before, Central Securities Deposi - tory records are not public. With that said, listed companies must disclose their shareholding structure on the public disclosure platform every six months. The declared shareholding structure must be cleared of any indirect shareholdings and cross-shareholdings and must clearly indi -
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