Transfer of principal capital share in the limited company

Limited liability company is essentially an equity partnership. Turkish legislator attributed certain benefits to limited liability companies, similar to those attributed to "ordinary partnerships" For this reason, the limited liability company's basic capital share transfer is somewhere between capital companies and ordinary partnerships. Shares of limited liability companies are transferable assets and a limited partnership may not always continue with the same initial partner group that established it. Article 595 of the Turkish Commercial Code provides the procedure to transfer shares of a limited liability company. This act of law was also taken as the basis of the study. The limited liability company's share transfer, regulated by article 520 of the Turkish Commercial Code numbered 6762, is subject to the problems experienced in practice, the needs of the market, the decisions of the Court of Cassation and the views in the doctrine. It has been extensively reorganized with article 595. For the basic capital share transfer, a written agreement must be made between the parties, the signatures of the parties must be notarized and the general assembly's approval is required. The transfer is also valid with this approval. However, the approval of the general assembly can be revoked with the articles of association. Unless otherwise stipulated in the articles of association, the general assembly may reject the approval without giving any reason. With the articles of association, the transfer of basic capital shares can be prohibited entirely. In case the general assembly does not approve the basic capital share transfer or the basic capital share transfer is prohibited by the articles of association, the partner may have the right to leave the company for just cause. The new provision significantly simplifies the procedure established in the former commercial code. Limited partnerships, transfer of shares, share transfer agreement, general meeting approval, registration.