Transfer of share i̇n limited liability companies

The provisions regarding the transfer of basic capital shares of limited liability companies, which is the most established type of capital company in our country, have undergone many changes according to the Turkish Commercial Code No. 6102 and eTTK. Although the legislator tried to bring the unique structure of the limited company closer to the joint stock company in the Turkish Commercial Code No. 6102, the limited company preserved its unique structure. One of the ways of gaining the basic capital share in limited companies is the transfer of the share. Unless prohibited by the articles of association, the partners can freely transfer their basic capital shares. However, this transfer is not easy as it is in a joint stock company. It is subject to certain conditions. TCC m. They have to comply with the terms of 595. These conditions are conditions of validity and contracts made in violation of this are subject to the sanction of invalidity. In order for the transfer of the share or the transaction creating the transfer debt to be established between the parties, it must be done in written form and the signatures of the parties must be approved by the notary public. In addition, general assembly approval is required if it is not abolished by the articles of association. The general assembly is not obliged to accept the share transfer with the absolute majority of the attendants, which is the quorum for the ordinary meeting. It may reject the transfer of the share without giving any reason. After the share transfer is accepted at the general assembly, it must be recorded in the share register by the managers. The share ledger has also been accepted from the commercial ledgers. Finally, the transfer of the share must be registered and announced in the trade registry. The application to the trade registry must be made by the company directors. In case the company is damaged due to the negligence of the managers regarding the registration in the share book, registration in the trade registry and announcement, they are obliged to compensate the loss. Both the registration in the share ledger and the registration and announcement in the trade registry are explanatory, not constitutive. The transfer of the share does not require the amendment of the articles of association. Keywords: Limited Company, Share, Share Transfer, General Assembly