Share Transfer in Limited and Joint Stock Companies

Share Transfer in Limited and Joint Stock Companies. When comparing “Share Transfer in Limited Liability Companies” versus “Share Transfer in Joint Stock Companies,” it is vital to recognize that LLCs and JSCs are distinct legal entities under the TCC. LLCs (Turkish: “Anonim Şirket” for JSC; “Limited Şirket” for LLC) differ primarily in terms of flexibility, share structure, and transfer formalities. In an LLC, shares are not divided into capital stock but are represented as quotas (Turkish: “pay”). In contrast, JSCs issue capital stock in the form of shares (either registered or bearer). Consequently, the procedures for transferring shares—whether uncertificated or certificated—vary significantly between these two corporate forms.

Key differences include:

Ownership Structure: LLCs typically have a small number of shareholders and do not issue capital stock that is publicly traded. JSCs can have large numbers of shareholders, and their shares may be traded on stock exchanges if the company is publicly listed.
Documentation: LLC share transfers often require internal approvals, such as board or shareholder meeting consents. JSCs, especially publicly traded ones, have more formalized procedures involving share certificates, compliance with Capital Markets Board regulations, and potential involvement of central depository systems.
Transfer Restrictions: Many LLCs include “right of first refusal” clauses or require shareholder approval before a transfer can proceed. JSCs may impose statutory or articles-of-association-based transfer restrictions but, if publicly traded, have fewer restrictions on transfers once shares are in dematerialized form.

Understanding these differences is crucial for anyone involved in “Share Transfer in Limited and Joint Stock Companies.” In the next sections, we delve into the specifics of transferring shares in LLCs first, followed by JSCs.

1 Share Transfer in Limited Liability Companies
2 Share Transfer in Joint Stock Companies
3 Practical Considerations and Best Practices
4 Conclusion

Share Transfer in Limited Liability Companies

Limited liability companies (LLCs) in Turkey are governed primarily by Articles 573–644 of the Turkish Commercial Code. In LLCs, equity interests are represented as “quotas” rather than as share certificates. Transfer of these quotas requires adherence to both statutory provisions and any additional clauses set out in the company’s articles of association.

Concept and Scope

In an LLC, each shareholder holds a quota corresponding to a percentage of the company’s capital. A transfer of quotas involves assigning these ownership interests—either in whole or in part—to another existing or new shareholder. Unlike JSCs, LLCs generally do not issue physical share certificates unless the company’s internal regulations explicitly allow it. As a result, most transfers of “uncertificated shares” (in the sense of quotas without physical certificates) rely heavily on board minutes, shareholder agreements, and notarial or registry filings.

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Share Transfer in Limited Liability Companies

Legal Framework

Under the TCC, transfer of quotas in a limited liability company is subject to the following key provisions:

Consent Requirement: Article 595 stipulates that any transfer of quotas requires the consent of other shareholders, unless the articles of association provide otherwise. This rule effectively imposes a default “right of first refusal” on existing members.
Articles of Association (AoA): Many LLCs include specific transfer restrictions in their AoA. These may include mandatory board approval, minimum holding periods, or price valuation methodologies.
Form of Transfer: The transfer of quotas must be documented through a notarial deed, followed by registration at the Turkish Trade Registry. The TCC requires any assignment instrument to explicitly state the transfer and the identity of the transferee.
Notification and Registration: Post notarization, the transaction must be registered with the Trade Registry within 30 days. Failure to register may render the transfer ineffective against third parties.

How to Transfer Shares in Limited Liability Companies?

Transferring quotas (shares) in an LLC involves several sequential steps:

Review the Articles of Association
- Check for any transfer restrictions, such as existing shareholders’ preemptive rights or mandatory board/management committee approvals.
- Confirm if the AoA prescribes a specific price valuation method, appraisal procedures, or a time window for exercising rights.
Obtain Shareholder/Board Approval
- If required under the AoA or the TCC, convene a shareholders’ meeting or board meeting to obtain formal approval.
- Draft and sign a meeting minutes resolution indicating consent for the share transfer, specifying the number of quotas being transferred and the transferee’s identity.
Draft the Transfer Agreement
- Prepare a share transfer agreement (quotas transfer contract) that includes:
  - Identification of the transferor and transferee.
  - Number of quotas being transferred (expressed as a percentage or number).
  - Transfer price and payment terms.
  - Warranties regarding title and absence of encumbrances on quotas.
  - Any other clauses mandated by the AoA or agreed upon by the parties.
Notarization of the Transfer Deed
- Present the signed transfer agreement to a notary public.
- The notary verifies identities, ensures the document meets legal formalities, and affixes a seal.
- Once notarized, the parties receive an official copy of the deed.
Update the Share Ledger
- The company’s general manager or managing director records the transfer in the share ledger (pay defteri), reflecting the new ownership structure.
- The ledger entry should include:
  - Date of transfer.
  - Names of transferor and transferee.
  - Number of quotas held by each shareholder post-transfer.
Notification to the Trade Registry
- File the notarized transfer deed along with updated share ledger excerpts to the local Trade Registry Office.
- Submit required forms:
  - Form M (share ledger or equivalent for LLCs).
  - Form T (general corporate registration updates).
- Pay the statutory registration and announcement fees.
Publication in the Turkish Trade Registry Gazette (TTRG)
- Once Trade Registry Office approves the filing, the change is published in the TTRG.
- This publication serves as constructive notice to third parties and finalizes the transfer.

Following these steps ensures adherence to both statutory and corporate governance requirements when transferring quotas in an LLC. The process emphasizes transparency and legal certainty, safeguarding the interests of all stakeholders.

Transfer of Uncertificated Shares

While most LLCs do not issue physical share certificates, “Transfer of Uncertificated Shares” in practice refers to quota transfers documented via the share ledger. Key considerations include:

Quotaholders’ Rights
- Quotas in an LLC are essentially bits of the company’s capital and do not carry physical form.
- Ownership is proven through the share ledger, which must be updated contemporaneously with the transfer.
Due Diligence
- Transferees should conduct due diligence to verify that the share ledger accurately reflects all previous transfers and that there are no liens or encumbrances on the quotas.
- A corporate solicitor can request certified copies of the share ledger at the Trade Registry Office.
Advantages & Disadvantages
- Advantages: Faster transfer process (no physical handling), lower administrative costs, and reduced risk of certificate forgery.
- Disadvantages: Requires robust electronic record-keeping systems, potential cybersecurity concerns, and reliance on up-to-date management records.

Understanding the nuances of “Transfer of Uncertificated Shares” is particularly important for LLCs that seek streamlined, paperless operations. Ensuring the ledgers are accurate and contemporaneously updated protects both transferors and transferees in the transaction.

Transfer of Certificated Shares

In contrast to most LLCs, Joint Stock Companies (JSCs) often issue “certificated shares.” Even small, private JSCs may opt to issue physical share certificates until they transition to dematerialized form (electronic records at the Central Securities Depository, MKK). “Transfer of Certificated Shares” involves:

Share Certificates
- A share certificate is a physical document evidencing ownership.
- It typically includes:
  - Company name and logo.
  - Shareholder’s name.
  - Number of shares, nominal value.
  - Serial number and issue date.
  - Authorized signatures.
Endorsement and Delivery
- To transfer certificated shares, the transferor must endorse the back of the share certificate or attach a separate assignment sheet.
- Endorsement must specify the transferee’s name, number of shares, and date of transfer.
- Physical delivery of the endorsed certificate to the transferee is required.
Board/Management Approval
- Similar to LLC quota transfers, JSCs may require board approval.
- Some companies’ articles of association mandate board or general assembly consent for transfer of “restricted” classes of shares, particularly if they are not publicly traded.
Share Transfer Agreement
- While endorsement on the certificate is legally sufficient, most parties draft a share transfer agreement to explicitly document:
  - Transfer price and payment details.
  - Representations and warranties.
  - Board or shareholder consents (if applicable).
Updating Corporate Records
- The company’s “share ledger” (hissedar defteri) must be updated to reflect the transfer.
- Board of directors (or general manager) endorses the change and records the transferee as the new owner.
Notification to Trade Registry
- A copy of the endorsed certificate and transfer agreement may need to be filed with the Trade Registry, depending on statutory requirements and whether the company is publicly listed.
- Registration ensures the transfer is enforceable against third parties.

While “Transfer of Certificated Shares” is more cumbersome than transferring uncertificated quotas in LLCs, it remains a common method for smaller JSCs that haven’t yet dematerialized their capital. Ensuring proper endorsement and registry updates is crucial to establishing a valid transfer.

Transfer of Registered Share Certificates

“Transfer of Registered Share Certificates” refers to share certificates that explicitly bear the transferee’s name. These shares are recorded in the share ledger as “registered” rather than “bearer” shares. Key points include:

Ownership Record
- Registered shares list the shareholder’s name on both the physical certificate and the corporate share ledger.
- Companies may prefer registered shares to maintain a complete record of beneficial owners.
Endorsement Requirements
- To transfer registered share certificates, the transferor must execute a written endorsement.
- Endorsement typically involves a signature, transferee’s name, and date on the back of the certificate or on an assignment sheet.
No Third-Party Validity Concerns
- Unlike bearer shares, registered shares cannot be transferred merely by physical delivery; proper endorsement is mandatory.
- This reduces the risk of unauthorized transfers and increases corporate transparency.
Trade Registry Filing
- Once endorsed, the certified copy of the endorsed certificate is filed with the Trade Registry.
- The share ledger must be updated immediately, listing the transferee as the current shareholder.
Board of Directors’ Role
- Companies may require board resolution recording the transfer.
- Board approval is often documented in meeting minutes and appended to the share transfer file.

“Transfer of Registered Share Certificates” provides enhanced security for companies and shareholders, mitigating the risks associated with bearer instruments. Prospective transferees should verify the authenticity of the certificate and ensure endorsers have proper authority.

Transfer of the Bearer Share Certificates

Bearer share certificates—shares that are negotiable instruments—give ownership to whoever holds the certificate physically. Although the Turkish Commercial Code largely phased out bearer shares after 2003 (requiring conversion to registered form), legacy bearer share certificates may still exist in private JSCs. Considerations include:

Legality
- Bearer share certificates issued before 2003 may remain valid but must be converted to registered shares within a transitional period.
- New issuance of bearer shares is prohibited under Turkish law.
Transfers by Delivery
- Historically, “Transfer of the Bearer Share Certificates” was simple: physical delivery of the certificate effected the transfer.
- Post-conversion rules require additional steps, such as new certificates issued in registered form, so transfers by delivery alone are no longer sufficient.
Conversion to Registered Shares
- To trade or transfer legacy bearer shares, the certificate holder must apply to the company to convert them into registered shares.
- This involves:
  - Submitting the bearer certificate for cancellation.
  - Paying any nominal fees.
  - Receiving a registered share certificate in return.
Risks and Precautions
- Bearer shares, while convenient, posed significant risks of theft, loss, or money laundering abuses.
- Turkish law eliminated these risks by requiring conversion to registered shares.
Remaining Transactions
- In exceptional cases, a company may still process a transfer of legacy bearer shares if the certificate has not yet been converted.
- However, the buyer should insist on registered share issuance immediately after purchase to avoid complications.

Despite the historical prominence of bearer shares, modern Turkish companies primarily operate with registered share certificates. Any remaining bearer shares must be handled carefully, with priority given to converting them to registered form.

Share Transfer in Joint Stock Companies

Joint stock companies (JSCs) in Turkey are governed by Articles 329–573 of the Turkish Commercial Code. JSCs issue capital stock in the form of shares, which may be either registered shares or bearer shares (for legacy issuances). JSCs can be privately held or publicly traded, and each category follows specific regulations for share transfers.

Concept and Scope

“Share Transfer in Joint Stock Companies” requires consideration of whether the JSC is:

Private JSC: Shares are not publicly listed, and transfers often require board or shareholder approval along with compliance with articles of association.
Publicly Traded JSC: Shares are dematerialized and traded on the Borsa İstanbul (Istanbul Stock Exchange). The Central Securities Depository (MKM) system handles share accounts and transfers electronically.

In either case, JSC share transfers involve registration in the “share ledger” and compliance with TCC provisions. Additionally, publicly traded JSCs must observe Capital Markets Board regulations, especially regarding disclosures, insider trading, and lock-up periods.

Share Transfer in Joint Stock Companies

Legal Framework

Key provisions governing share transfers in JSCs include:

Articles of Association: The AoA may specify transfer restrictions, minimum holding periods, or preemptive rights for existing shareholders.
Board/General Assembly Approval: For private JSCs, share transfers may require board resolution or shareholder meeting approval under Article 493 of the TCC.
Central Depository System (MKM): All dematerialized shares in publicly traded companies are recorded electronically. Share transfer occurs through the MKM via licensed brokerage houses.
Share Classifications:
- Registered Shares: Ownership is recorded in the share ledger. Transfer requires endorsement and delivery of certificates (if physical) or electronic transactions (if dematerialized).
- Bearer Shares: Legacy shares issued before 2003; transfer historically by delivery alone, but must be converted to registered form eventually.
Pre-emption Rights: If the AoA grants preemptive rights, the transferring shareholder must first offer shares to existing shareholders at a fair price.

How to Transfer Shares in Joint Stock Companies?

Whether dealing with a private or public JSC, the following general steps apply:

1. Review Articles of Association and TCC Provisions

Transfer Restrictions: Check if the AoA imposes limitations on share transfers, such as preemptive rights, board/assembly approvals, or price valuation methods.
Share Class: Determine if shares are physical certificates or dematerialized. For physical certificates, note whether they are registered or bearer shares.

2. Obtain Necessary Approvals

Private JSC: Convene a board or general assembly meeting, as prescribed by the AoA.
- Draft meeting minutes reflecting approval for the share transfer, specifying:
  - Number of shares being transferred.
  - Transfer price.
  - Name of the transferee.
Public JSC: No need for individual board approvals for routine transfers if shares are dematerialized and publicly traded. However, if the AoA imposes restrictions on significant share blocks, seek board or assembly approval as required.

3. Draft and Execute the Share Transfer Agreement

Content: Include transferor and transferee identities, number of shares, transfer price, payment terms, representations, warranties, and any conditions (e.g., hush agreements, lock-up periods).
Signatures: Ensure all parties sign the agreement. For physical share certificates, endorsement on the certificates may suffice, but a separate agreement clarifies obligations.

4. Physical Certificate Transfer (If Applicable)

Registered Share Certificates:
- Endorse the back of the certificate or complete a share transfer endorsement sheet.
- Physically deliver the endorsed certificate to the transferee.
- Company’s board updates the share ledger to reflect the new shareholder.
Bearer Share Certificates: (Legacy only)
- Physical handover to the transferee may effect transfer, but converting bearer shares to registered form is recommended immediately after.

5. Update Share Ledger

The board of directors (or authorized officer) records the transfer in the JSC’s share ledger (hissedar defteri).
This entry must include:
- Date of transfer.
- Transferor’s name and number of shares before and after transfer.
- Transferee’s name and number of shares acquired.

6. Notification to Trade Registry

Filing Requirements: Submit the following to the local Trade Registry Office:
- Notarized copy of the share transfer agreement (if required).
- Original or certified copy of endorsed share certificates (for physical shares).
- Updated share ledger or excerpt thereof.
- Board resolution approving the transfer (when necessary).
Forms: Complete Form 5 (corporate amendments) or equivalent TCC forms.
Fees: Pay statutory fees for registration and publication in the Trade Registry Gazette.

7. Dematerialized Share Transfer (Public JSCs)

MKM System: Licensed intermediary (brokerage house) requests the transfer on behalf of the seller.
Settlement Cycle: Transfers typically occur on a T+2 or T+1 basis, depending on market regulations.
MKM Confirmation: Once the electronic books are updated, the purchaser’s account at a licensed intermediary reflects the new shareholding.

8. Publication and Third-Party Notice

Following registration, the Trade Registry Office publishes the change in the Trade Registry Gazette.
This serves as constructive notice to creditors and third parties regarding the updated shareholding structure.

Thoroughly following these steps ensures compliance with both statutory obligations and corporate governance principles when executing “Share Transfer in Joint Stock Companies.”

Transfer of Uncertificated Shares in JSCs

In modern JSCs—especially publicly traded ones—shares are typically dematerialized, recorded solely in the Central Securities Depository (MKM). “Transfer of Uncertificated Shares” thus refers to:

Electronic Book-Entry System
- Each shareholder holds an MKM account (named “Investor Central Registry System” or MKS in Turkish).
- Transfers occur via broker-mediated instructions, eliminating physical share certificates.
Brokerage House Role
- Sellers submit sell orders through their licensed broker on the stock market platform (BIST).
- Buyers place purchase orders; once matched, the clearing and settlement system (Takasbank) facilitates fund and share transfers.
Settlement Cycle and Finality
- Under TCC and Capital Markets Board rules, settlement is generally on a T+2 basis (trading day plus two business days).
- Once MKM updates the share accounts, transfer is final and legally binding.
Advantages
- No risk of certificate loss, theft, or forgery.
- Swift settlement and transparency via publicly accessible trading screens.
- Lower administrative burden for companies, no need to maintain physical share ledgers for traded shares.

Understanding “Transfer of Uncertificated Shares” is critical for investors in Turkish JSCs, particularly those trading on BIST. Electronic systems ensure efficiency and security in share transfers.

Transfer of Certificated Shares in JSCs

Although data suggest that most JSCs now rely on dematerialized shares, some private JSCs or those undergoing gradual dematerialization still issue “Certificated Shares.” The process parallels that described for LLCs and private JSCs:

Endorsement on Physical Certificate
- The transferor signs the back of the registered certificate, specifying transferee details and number of shares.
- Both parties sign any separate share transfer agreement, if used.
Board/General Assembly Approval
- If the AoA requires, obtain board resolution consenting to the transfer.
- Document the approval in meeting minutes.
Company Share Ledger Update
- The board records the transfer in the share ledger.
- The share ledger entry includes:
  - Certificate serial number.
  - Previous holder’s name and number of shares.
  - New holder’s name and number of shares.
  - Date of transfer.
Trade Registry Notification
- File endorsed certificates and share ledger excerpts with the Trade Registry.
- Provide the transfer agreement and board resolution if needed.
Issuance of New Certificates
- Company may issue new, updated registered share certificates in the transferee’s name.
- The old certificate is typically canceled or defaced to prevent unauthorized use.

This procedure ensures that transfers of certificated shares remain properly documented and enforceable against third parties.

Transfer of Registered Share Certificates in JSCs

For JSCs issuing registered share certificates, transfers share many similarities with certificated share transfers:

Endorsement Requirements
- Transferring shareholders must endorse certificates with:
  - Transferee’s full name.
  - Number of shares.
  - Date.
  - Transferor’s signature.
Board of Directors’ Involvement
- If the AoA requires, the board must review and approve the endorsement.
- A board or shareholder meeting resolution may be necessary if shares are part of a restricted class (e.g., Class B shares with special voting rights).
Share Ledger Update
- The share ledger is updated contemporaneously to show the transferee as the new registered owner.
- The company records the serial range of updated certificates if new certificates are issued.
Trade Registry Filing
- File the updated share ledger and copy of endorsed certificate with the Trade Registry.
- File any required board or assembly resolutions.
Issuance of New Certificates
- The company may issue a new registered certificate bearing the transferee’s name, canceling the previous one.

“Transfer of Registered Share Certificates” in JSCs promotes transparency and accurate record-keeping, ensuring third parties can trace share ownership.

Transfer of the Bearer Share Certificates in JSCs

Although bearer share certificates were effectively phased out after 2003, any remaining legacy shares must be converted to registered form. For those still holding bearer share certificates, the process involves:

Tender to Company for Conversion
- Submit the bearer certificate to the company’s board to initiate conversion.
- Provide proof of identity and any required notarized documents.
Cancellation of Bearer Certificate
- The board cancels the old bearer certificate, records the cancellation in the share ledger, and issues a new registered share certificate.
Transfer to Third Parties
- After conversion, follow the “Transfer of Registered Share Certificates” steps for any subsequent transfers.
- Physical delivery of the bearer certificate is no longer sufficient for a valid transfer; conversion is mandatory.
Disclosure to Trade Registry
- File notarized conversion request and resulting registered certificate issuance with the Trade Registry.
- Update share ledger accordingly.

Converting bearer shares eliminates risks and aligns the company with current legal requirements. The resulting registered share certificates provide a secure basis for all future share transfers.

Practical Considerations and Best Practices

Tax Implications

Capital Gains Tax
- If the transferor realizes a profit, corporate or individual capital gains tax may apply.
- Capital gains for individuals on share transfers are generally exempt if shares have been held for at least two years.
- Corporate entities report gains as regular income.
Stamp Duty
- Transfer agreements and share certificates may attract stamp duty at statutory rates (generally 0.948% of the transfer price).
- Exemptions may apply if shares are not certificated or if transfers are internal reorganizations.
Withholding Tax
- Non-resident transferors might face withholding tax obligations depending on double taxation treaties.
- Companies should verify applicable treaties to avoid over-withholding.

Due Diligence

Corporate Records
- Before transferring shares, transferees should review the target company’s:
  - Articles of Association.
  - Share ledger.
  - Past transfer approvals and board/assembly minutes.
- Confirm there are no undisclosed liens, pledges, or encumbrances on the shares.
Legal Opinions
- For high-value transactions, obtaining a legal opinion can mitigate risks by verifying compliance with TCC provisions and AoA clauses.
Compliance with Capital Markets Regulations
- For publicly traded JSCs, both parties must observe insider trading rules, disclosure obligations, and any blackout periods.

Timing and Costs

Timeframe
- For LLCs and private JSCs with physical certificates, the entire transfer may take 2–4 weeks:
  - Reviewing AoA and obtaining approvals (1–2 weeks).
  - Notarization and registry filing (1–2 weeks).
- For dematerialized share transfers in public JSCs, settlement is typically T+2 (trading day plus two business days).
Costs and Fees
- Notarial Fees: Variable, depending on transaction value.
- Registration Fees: Based on statutory tariff for Trade Registry filings.
- Advertisement Fees: Cost for publishing changes in the Trade Registry Gazette.
- Legal Fees: Attorney charges for due diligence, draft agreements, and handling registrations.

Conclusion

“Share Transfer in Limited and Joint Stock Companies” in Turkey requires careful navigation of the Turkish Commercial Code, the company’s Articles of Association, and associated corporate governance regulations. Whether transferring quotas in a limited liability company or shares in a joint stock company, the fundamental steps remain consistent: review corporate documents, obtain necessary approvals, execute transfer instruments (endorsements or agreements), update share ledgers, and file with the Trade Registry. Specific procedures vary based on company type—LLCs emphasize quota transfers and notarial deeds, while JSCs involve share certificates (registered or bearer) and, for publicly traded entities, dematerialized transactions via MKM.

Key takeaways include:

Share Transfer in Limited Liability Companies: Requires shareholder consent under Article 588 of the TCC, notarial transfer deeds, and Trade Registry registration. Both “Transfer of Uncertificated Shares” (quotas without physical certificates) and “Transfer of Certificated Shares” (if the LLC issues physical share certificates) are governed by TCC provisions and any AoA-imposed restrictions.
Share Transfer in Joint Stock Companies: Involves “Transfer of Registered Share Certificates” or “Transfer of Bearer Share Certificates” for legacy shares. Private JSCs need board or shareholder approvals, endorsed certificates, and Trade Registry filings. Publicly traded JSCs rely on dematerialized share transfers handled by MKM and regulated by the Capital Markets Board.
Transfer of Uncertificated Shares: Streamlined electronic ledger updates in LLCs or dematerialized share accounts for public JSCs enhance efficiency but require robust record-keeping and cybersecurity measures.
Transfer of Registered Share Certificates: Continued relevance for private JSCs, requiring careful endorsement, ledger updates, and Trade Registry notifications. This process ensures accuracy of share ownership records.
Transfer of Bearer Share Certificates: Largely historical, but any remaining bearer shares must be converted to registered form to comply with current regulations. Conversion prevents unauthorized transfers and aligns with anti-money laundering objectives.
Transfer of Certificated Shares: Applies to both LLCs (when physical certificates exist) and private JSCs, demanding proper endorsement, board approvals, and registration.

Understanding each of these transfer methods ensures seamless, legally compliant transactions that protect both buyers and sellers. Investors, entrepreneurs, and legal advisors should collaborate closely during the share transfer process to verify corporate documents, secure necessary approvals, and adhere to all statutory filing requirements. By doing so, stakeholders can mitigate risks—such as invalid transfers, undisclosed liens, or tax issues—and maintain corporate transparency.

In a dynamic business environment, proficiency in “How to Transfer Shares in Limited Liability Companies?” and “How to Transfer Shares in Joint Stock Companies?” can accelerate investment decisions, facilitate ownership restructuring, and support corporate growth strategies. Whether you are a foreign investor seeking entry into the Turkish market or a local entrepreneur restructuring your LLC, this guide offers a roadmap to navigate share transfers efficiently, ensuring compliance with the Turkish Commercial Code and Articles of Association.