Newsletter-21

81 COMMERCIAL LAW Share Transfers in Limited Liability Companies* Prof. Dr. H. Ercument Erdem Introduction One of the events for succession of shares in limited liability com- panies is through share transfer. The transfer of shares, in principle, is subject to the approval of the general assembly. Contrary to joint stock companies, the transfer of shares in limited liability companies cannot be made freely, and is subject to a requirement as to form. One of the most important novelties brought by the Turkish Commercial Code 1 (“TCC”) on this matter is the facilitation of transfers. This novelty is a consequence of the strengthening of the stock corporation nature of limited liability companies. This Newsletter article focuses on the provisions of the TCC re- garding the transfer of shares in limited liability companies. The suc- cession of shares by way of inheritance, provisions on marital property or enforcement proceedings are not separately examined hereunder. Share Transfer Agreement Form of the Agreement As per Article 595/1 of the TCC, the transfer of the shares and transactions causing the obligation to transfer shall be made in writing, and the signatures of the parties shall be certified by a notary. Accord- ing to the Preamble of this Article, written form and certification of the signatures by a notary “are necessary in terms of evidence, provide safety, and are proper tools to direct the parties to consider the trans- fer, especially the additional payment and side obligations, and other * Article of March 2016 1 Official Gazette February 14, 2011, No. 27846. It has entered into force on July 1, 2012.