In a non-public joint stock company in Turkey, bearer share certificates may be printed and handed to shareholders only after they have been recorded with the Central Securities Depository. Since 1 April 2021 the recording is made by a company representative through the Depository’s Bearer Share Registration System. This article sets out bearer share registration from end to end: the whole procedure, the fields in the notification file and the 2026 figures.
Bearer share registration follows a fixed order: the share prices are paid in full, the board resolves to print the certificates, a company representative signs in to the Registration System through the e-Government gateway and reports first the shareholders and then the certificates, the Depository issues a reference number for each certificate, the certificates are printed carrying that number, the trade registry directorate confirms the record before registering the board resolution, and the certificates are signed by at least two authorised signatories and handed over against signature. The whole sequence must be completed within three months of payment. If the notification is not made, the company officers face an administrative fine of 173,801 TL in 2026, and the shareholder cannot exercise the rights attached to the shares until the notification is filed.
Which companies must complete bearer share registration
Bearer share registration is compulsory for joint stock companies that issue bearer share certificates and whose shares are not held in dematerialised form with the Central Securities Depository under article 13 of the Capital Markets Law, in other words to companies that are not publicly held. The shares of publicly held companies are already recorded with the Depository, so those companies do not use this system. Joint stock companies that issue registered share certificates, and limited liability companies, are also outside the scope.
The rule comes from Law no. 7262. It added to article 486 of the Turkish Commercial Code the requirement that bearer shareholders be reported to the Depository before distribution, and to article 489 the rule that a transfer takes effect against the company and against third parties only once it has been reported to the Depository. The procedure is set out in the Ministry of Trade Communique of 6 April 2021 and in the Depository’s operating rules for the Registration System.
Bearer share registration step by step
- PreconditionThe share prices are paid in full
A bearer share certificate cannot be printed for shares whose price has not been paid in full (TCC art. 484/2). The three-month period also starts on the date of that payment.
- Board resolutionThe board resolves to print the certificates
The resolution states at least the number of certificates to be printed, their series, their nominal value, the number and amount of shares each certificate represents, the share group, the serial number given by the company, and the total number and total value of the shares (Communique art. 4/1).
- Sign-inThe company representative connects to the system
Access is granted to one of the active representatives recorded in MERSIS, the central trade registry database, through e-Government identity verification. At first sign-in a mobile number and an electronic mail address are verified, the trade registry number is entered and the company details are confirmed. If the number of bearer shares shown in the database is out of date, it must be corrected at the trade registry directorate first.
- First fileThe shareholders are reported
For individuals: name, surname, nationality, identity number (Turkish identity number, foreign identity number, blue card or passport number), place of residence and contact details. For legal entities: name, trade registry or tax identification number or foreign registry number, and head office address. The data is uploaded as a spreadsheet file. The system checks it against population and tax records, and any inconsistent line is rejected.
- Second fileThe certificates are reported
In the second file each line is one certificate. The Depository issues a separate reference number for each certificate and reports it to the company. The company cannot change that number.
- Printing and registrationThe certificates are printed and the resolution registered
The certificates are printed so that they carry the reference number. The board resolution is registered and announced, and the trade registry directorate confirms the record with the Depository before registration. Companies subject to independent audit also publish the resolution on their website.
- Hand-overThe certificates are distributed against signature
The certificates are signed by at least two authorised signatories and handed to the shareholders against signature. The same procedure applies to certificates printed following a capital increase (Communique art. 4/6).
Fields in the share notification file
This file is the part that draws the most questions. Under article 7/1 of the operating rules the fields are as follows.
| Field | What goes in it |
|---|---|
| Line number | The order of the line in the file (1, 2, 3 and so on). |
| Transaction type | Entry, update, transfer or cancellation. |
| Identity type and number | As reported for that shareholder in the earlier file. |
| Name or company name | Spelled exactly as in the shareholder file. |
| Share series | The series of the certificate. Zero if none is shown. |
| Share group | The privileged group, if any (A, B). Zero if none. |
| Nominal value | The nominal value of one share, for example 1. |
| Number of shares | How many shares the certificate represents. |
| Share amount | Number of shares times nominal value, without separators. |
| Company serial number | The serial number the company gave the certificate, or zero. |
| Reference number | Left blank at first entry; the Depository issues it. |
| Resolution date and number | Of the printing resolution; the same on every line. |
| Notes | Optional free text. |
The board resolution date incrementing by a year as the cell is dragged down (05/10/2026, 05/10/2027 and so on), the share amount entered as text such as “1.425.00”, the company name differing between the shareholder file and the share file, and the total in the file not matching the number of bearer shares recorded in the trade registry database. On a formatting error the system processes no line at all and ends the transaction with an error message (operating rules art. 6/3).
Can one certificate cover several shares
It can. A single certificate may represent more than one share, and the Registration System works on that basis: each line in the file is one certificate, the number of shares field shows how many shares it represents, and each certificate receives one reference number (operating rules art. 7/2). A company that puts 1,000 shares into a single certificate receives one reference number; a company that prints 1,000 separate certificates receives 1,000. The choice is the company’s. There are two limits: a certificate can be allocated to only one shareholder, so joint recording is not possible (art. 7/7), and fractional share receipts and interim certificates cannot be reported to the system (art. 7/10).
The practical consequence of the number of certificates appears on a transfer. If a shareholder wants to transfer only part of the shares a certificate represents, the certificate has to be split, which means cancelling the old one and printing new ones. In companies where the shareholding changes often, printing smaller denominations is therefore preferred.
Transfers and the transfer notification
Handing over possession of the certificate is not enough to transfer a bearer share. The transfer takes effect against the company and against third parties only once the transferee has reported it to the Depository (TCC art. 489/1). The transferee files the notification personally, by connecting to the Registration System through the Depository’s e-Investor application; if the transferee applies to the company instead, the notification is made through the company representative. The notification carries the transferee’s identity and contact details, the reference number of the certificate and a copy of the certificate itself. A transfer filed without that copy is not recorded.
Until the notification is filed, the transferee cannot attend the general assembly, vote or claim a dividend (Communique art. 10). The date of the electronic notification to the Depository governs when the rights can be asserted against the company. Where a certificate is subject to attachment or an injunction, the authority concerned notifies the company with the reference number, the company records it in the system, and no transfer notification is accepted for that certificate until the record is lifted (Communique art. 13).
General assembly and the shareholder list
Those calling a general assembly must rely, as regards bearer shareholders, on the shareholder list obtained from the Depository (TCC art. 417, Communique art. 6). The company representative applies through the general assembly screen of the Registration System at least two days before the meeting date. The list is drawn up from the end-of-day records of the day before the meeting and is collected from the system on the day of the meeting. The trade registry directorate can confirm the document from the Depository’s central verification application using the reference shown on it. Companies that hold electronic general assemblies obtain the list from the electronic general assembly system without a separate request.
Fees in 2026
The fee schedule is set and published by the Depository and updated each year. The schedule of January 2026 is as follows. Tax is added to these amounts.
| Item | 2026 amount | Who pays, and when |
|---|---|---|
| Registration fee | 1,162 TL | The company, once, on first registration. |
| Notification fee | 382 TL | The company, on each notification from the year after the year of registration. Notifications made on the same day are charged once. |
| Shareholder list | 1,162 TL | The company, for each list issued. |
| Transfer notification fee | 382 TL | The transferee, on the first transfer notification of the calendar year. Later ones that year are free. |
The fees are collected through the Registration System. Attachment and injunction notifications under article 13 of the Communique are not charged, and no fee arises in a year in which no notification is made.
What happens if no notification is made
Where bearer share registration is left undone, the consequences fall on three sides at once.
Officers of a company that fails to report bearer shareholders to the Depository before distribution face an administrative fine under TCC art. 562/13-a. The amount is increased each year by the revaluation rate: the fine was 138,498 TL in 2025 and, with an increase of 25.49 percent, stands at 173,801 TL in 2026.
The provision imposing a fine on the transferee was annulled by the Constitutional Court in decision E.2021/28, K.2024/11 of 18 January 2024; the court held that the law set no deadline for the notification, so the elements of the offence were not defined. The duty to notify and the loss of rights both remain: until the notification is filed, the transferee cannot attend the general assembly, vote or receive a dividend.
The trade registry directorate confirms the record with the Depository before registering the resolution to print the certificates. Without that record the resolution is not registered and the certificates cannot be validly distributed.
Practical points
These are the points that come up most often in a bearer share registration.
- The three-month period covers more than printing. Printing, the notification to the Depository and distribution all have to fit inside it. The period runs again after a capital increase.
- On certificates printed before 2021 the reference number is added later. Where a certificate was printed without a reference number, the company writes the number on the certificate and at least two authorised signatories sign it.
- An update is not a substitute for a transfer notification. Incorrect records are corrected with the update transaction type and the reference number stays the same. A correction that changes who owns the share cannot be made as an update; it requires a transfer notification.
- Access closes when the representative’s term of office expires. Limited access is granted to the last representative until a new board is elected. In companies whose board term has expired, this should be checked before the general assembly.
- A foreign representative recorded with a passport number cannot use the e-Government gateway. For those representatives a temporary password is obtained by written application to the Depository.
- On a capital reduction or an exchange of certificates the old ones are removed. They are taken out of the system with the cancellation transaction type. If the company is struck off the registry, the records are cancelled by the Depository of its own motion.
- If the shares become registered shares, the record closes entirely. Where a conversion or an amendment to the articles turns the shares into registered shares, every record in the system is cancelled and the company’s access ends.
Frequently asked questions
Who issues the reference number, and do we enter it in the file?
The Central Securities Depository issues it. The field is left blank at first entry and the system produces a reference number for each certificate and reports it to the company. The number is entered in the file only for later update, transfer and cancellation transactions.
What is the company serial number?
It is the series or serial number the company gives the certificate, and it also appears in the board resolution to print. If the certificate carries no such number, zero is entered in the file.
How many certificates should we print?
The law sets no rule, and one certificate may represent more than one share. In companies where shares change hands often, printing smaller denominations avoids having to split a certificate on a partial transfer.
Is the notification made before or after the certificates are handed out?
Bearer share registration comes first. TCC art. 486/2 requires the notification to be made before distribution, and the trade registry directorate confirms the record with the Depository before it registers the printing resolution.
Is a notary or a lawyer needed for the notification?
No. The notifications are filed electronically by the company representative through the Registration System, with e-Government identity verification. The Depository accepts a written application only in cases of force majeure.
Is printing bearer share certificates compulsory?
Yes. Under TCC art. 486/2 the board must have the certificates printed and distributed within three months of the share prices being paid in full. A bearer share cannot be transferred unless it is represented by a certificate.
Is there a fine if the transferee files no notification?
The provision imposing a fine on the transferee was annulled by the Constitutional Court. The transferee can still exercise none of the rights attached to the share until the notification is filed, and the transfer does not take effect against the company.
What do the registration and the notifications cost?
Under the schedule of January 2026 the registration fee is 1,162 TL, the notification fee 382 TL, the shareholder list 1,162 TL and the transfer notification fee 382 TL. Tax is added to these amounts.
Ozbek CPA supports company representatives through bearer share registration: the board resolutions for printing share certificates, the preparation of the notification files for the Bearer Share Registration System, trade registry registration, and obtaining the shareholder list before a general assembly. To discuss a bearer share registration or the notifications that follow a capital increase, get in touch.
- Turkish Commercial Code no. 6102, articles 417, 484, 486, 489 and 562/13
- Communique on the Notification and Recording of Bearer Share Certificates with the Central Securities Depository (Official Gazette of 6 April 2021, no. 31446)
- Central Securities Depository, operating rules for the Bearer Share Registration System (24 January 2025)
- Central Securities Depository, Bearer Share Registration System fee schedule, January 2026
- Constitutional Court, E.2021/28, K.2024/11 of 18 January 2024 (Official Gazette of 3 April 2024, no. 32509)
- Communique on the administrative fines applicable in 2026 under Law no. 6102 (Official Gazette of 17 December 2025, no. 33110)
