Commercial law · Legal information

Does a Share-Register Entry Replace the Transfer?

Author · Av. Ayşenur Konar, Avukat

Published ·

In short

An entry in the share register does not stand in for the transfer contract. The contract creates the debt between the transferor and the transferee. The register shows who appears as the holder of the share as against the company. The order of transfer in a limited company is not rewritten here. The reading starts by placing the register line and the text of the contract side by side. One is not the signature line of the other.

Whom the register shows as against the company

In a share written in a name, the company knows the person recorded in the register as the partner. The entry shows the date, the transferor and the transferee. A line squeezed in later does not create ownership by itself. An erasure or an addition does not give rise to a transfer contract by itself either. The company is not treated as having read the price in the contract from that line when it acts according to the name in the register. The two documents do separate work.

The register entry provides visibility as against the company. Visibility does not by itself prove that the debt between the parties was paid. The price, the due date and the transferor's undertaking are looked for in the contract. Looking only at the line when there is no contract is not treated as the debt having been created. If there is a line and there is also no contract, the person who appears as against the company and the debt between the parties are asked separately. For proof, the two documents are placed side by side.

Why a bearer share is read separately

In a bearer share, the right on the instrument may be read differently from the register line. Which share is tied to the instrument is separated from the document. This separation does not rebuild the security of a pledge writing. A pledge of a share is not treated as having arisen from an empty line of the register entry. If who holds the instrument and who is written in the register conflict, which share is tied to the instrument is separated first. A claim of pledge is placed on top of that separation separately.

A share written in a name and a bearer share are not read in the same sentence. The type of the share is not assumed before the instrument and the register are shown together. A photocopy whose type is uncertain is not treated as the transfer having been completed. The type of share in the company's articles is compared with the instrument in hand. If the type in the articles and the writing on the instrument conflict, the entry does not change the type by itself.

How the transfer contract creates the debt

The transfer contract between the parties shows the price and the debt. The company may act according to the entry in the register without seeing the contract. The contract is not the signature line of the register entry. The entry does not by itself prove the price in the contract either. If the date of the signature and the date of the register differ, each date stays in its own document. One is not treated as having corrected the date of the other. The transfer is recounted by the two papers standing at the same time.

In a limited company, the steps of approval and registration are a separate transaction. That order is not rewritten here like a copy of the share-register line in a joint-stock company. The writing of approval and the result of the register are documents other than the register entry. Which one is looked for is read from the type of the company. It is not said that the transfer was completed before the type is seen from the register. The application petition does not stand in for the result of registration.

The dates do not correct each other

If the date in the register and the date of the signature in the contract differ, each date stays in its own document. The register line is not treated as having corrected the date of the contract. The contract does not erase the day in the register either. The reader writes the two days side by side and separates which one belongs to which work. Visibility as against the company looks at the day of the register. The debt between the parties looks at the day of the contract. One does not stand in for the other, and the price is not proved by itself from the line.

A line that was squeezed in or erased does not create ownership by itself, or take it back. A copy of the erased line and the current page are read together. If the contract is standing, the erasure is not treated as ignoring the contract. If there is no contract, the erasure does not create a debt that never arose either. In a bearer share, this line does not change the type before the instrument is shown separately. A claim of pledge is not accepted as having arisen from this erasure either. The type, the instrument and the register are shown together.

How the two documents are placed side by side

An entry in the share register is not put in the place of the transfer contract. Counsel in Ankara separates from the file that the office being in Çankaya does not turn the entry into a contract. The district of the office address does not rewrite the type of the share or the price. The two documents are read together. The frame that separates the register entry from a transfer of shares in a joint-stock company and from a pledge of shares stands on the commercial law page.

Conclusion

The register entry provides visibility as against the company. The contract creates the debt between the parties. One does not stand in for the other. The order of approval and registration in a limited company stays as a separate transaction. The basis is Turkish Commercial Code No. 6102.

Legislation

Frequently asked questions

Does writing it in the register make the transfer contract unnecessary?

No. The contract creates the debt between the parties. The register shows who will appear as against the company. The two are not copies of the same document.

Must the company recognise the new partner because the contract was signed?

In a share written in a name, the company looks at the register entry. The contract does not by itself stand in for this entry. The order of approval and registration in a limited company is read as a separate transaction.

Does an erased line take ownership back?

No. An erasure or an addition does not by itself give rise to a transfer contract. The entry and the contract are read together.

Related reading

This article sits under one practice area. The neighbouring guides carry the detail that does not belong in this text.

Practice areas · Commercial law

Sources

AK

Author

Av. Ayşenur Konar

Lawyer on the Ankara Bar Association roll, founder of Konar Hukuk. This text is general information; a specific file is reviewed separately. Author profile · Editorial policy

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