Newsletter-21

85 COMMERCIAL LAW the company 6 . This right is also included under Article 786/3 of the Swiss Code of Obligations. The general assembly shall be deemed to have approved the share transfer if it does not reject it within three months as of the appli- cation. Accordingly, the TCC aims to prevent the general assembly from impeding the transfer by way of remaining silent. This period is determined as six months under Article 787 of the Swiss Code of Obligations. Finally, as per Article 595/6 of the TCC, if additional payment or side obligations are regulated under the articles of association, and if the security requested from the transferee due to doubts on its payment ability has not been provided, the general assembly is entitled to reject the transfer even though there is no provision under the articles of association in this regard. The purpose here is to protect the company. Existence of a provision to request security under the articles of asso- ciations is not necessary. If the general assembly remains silent where the requested security has not been provided, it should not be deemed to have granted approval upon the expiry of the three months’ term. Transfer of Printed Shares One of the most important novelties brought by the TCC is that it provides the opportunity to print the shares as a means of evidence, or as registered share certificates (TCC Art. 593/2). Once the share certificates are issued, it is required to explicitly specify on the cer- tificates the additional payment and side obligations, non-competition obligation aggravated or extended in such a way to cover all of the shareholders, and the rights to be addressed for suggestion, pre-emp- tion rights, repurchase and option rights regulated under the articles of association (TCC Art. 593/2). 6 See H. Ercüment Erdem , Withdrawal and Expulsion from Limited Liability Companies (“LLC”) Incorporated by Two Shareholders, http://www.erdem- er- dem.com/en/articles/withdrawal-and-expulsion-from-limited-liability-compa- nies-llc-incorporated-by-two-shareholders/ (Access date: 8 April 2016) and Sü- leyman Sevinç, Exit Right and Squeeze Out from Limited Liability Companies, http://www.erdem-erdem.com/en/articles/exit-right-and-squeeze-out-from-limit- ed-liability-companies/ (Access date: 8 April 2016) for information on exit and squeeze out rights in limited liability companies.