Newsletter-21

86 NEWSLETTER 2016 In cases where the shares are bound to registered share certifi- cates, it should be evaluated whether the transfer will be made by a written declaration of transfer and delivery of the shares certificates to the transferee (TCC Art. 647), or by following the procedure under Article 595 of the TCC. Article 593 of the TCC does not set forth any specific regulation in terms of registered share certificates; to the contrary, it provides that “… capital share can be only transferred as per the provisions below, including transfers among the shareholders, and passes by way of in- heritance. ” Therefore, for the transfer of the shares bound to registered share certificates, as well, the procedure under Article 595 of the TCC must be followed, a share transfer agreement must be made (which must comply with the formal requirement provided under Article 595 of the TCC, different fromArticle 647 of the TCC), and approval of the general assembly must be obtained. It is also stated under the Pream- ble that the issuance of a registered share certificate shall not provide a convenience in the transfer of shares and the provisions of Article 595 of the TCC and the following articles shall continue to apply 7 . However, transfer procedures may be simplified by eliminating the requirement for approval of the general assembly by way of articles of association. Legal doctrine rightfully criticizes non-granting of a facilitating function to the issuance of registered share certificates. Registration and Share Ledger A last step for the transfer of shares in limited liability companies is the registration of transfers. Managers of the company should make an application to the trade registry for this step. Registration is not constitutive, but explanatory. As stated above, as per Article 595/2 of the TCC, transfers shall take effect with the approval of the general assembly. The date of the transfer is the date of approval by the general assembly. The TCC also entitles the transferor shareholder to apply to the trade registry for the removal of its name regarding such shares, if the application is not made by the managers within thirty days. 7 Preamble of Article 593 of the TCC.