Transfer of uncertificated share in joint stock companies

Joint-stock companies are partnerships with certain capital and divided into shares, in which the partners are only liable for the amount of capital they have committed, with features such as freedom of transfer and limited liability, and a broad investor base. Shares of a joint stock company may be issued in registered or bearer form and, as a rule, will be linked to share certificates. Uncertificated shares represent shares that have not yet been issued. Unlike the formal requirements for the transfer of shares with certificates, no formal requirements are stipulated in the Turkish Commercial Code No. 6102 for the transfer of uncertificated shares. This situation suggests that the legislator has adopted the binding of shares to a certificate as a fundamental principle. However, the transfer of uncertificated share and their subject to other legal transactions emerges as a necessity in line with the requirements of commercial life. In this context, in practice, various problems regarding the will disabilities regarding the transfer of uncertificated shares, the terms and consequences of the transfer, and the restriction of the transfer based on the provisions of the context frequently come to the fore.