NEWSLETTER-2019-metin

196 NEWSLETTER 2019 before the registration of the capital increase would be rendered in- valid. Therefore, it is clear that under the TCC, the shares of joint stock companies with registered capital systems issue with registration, as well as the shares of the joint stock companies with a principle capital system. Registered Capital System under Capital Markets Law As mentioned, above, the provisions of the fTCC do not include any regulation related with the registered capital system for non-pub- lic joint stock companies, and the principles of the registered capital system were established by the fCML. On the other hand, according to Article 7 of the fCML, in joint stock companies with the registered capital systems, the shareholding rights were gained by the delivery of share certificates at the completion of the sales transaction, and the abovementionedArticles 395 and 412 of the fTCC were not applicable to public joint stock companies. Consequently, the fCML excluded the provisions of the fTCC, which stipulated that the shares of joint stock companies would issue upon registration for public joint stock com- panies with the registered capital system, and it accepts that the shares shall be deemed to have issued with the sale and provide shareholder rights to the purchaser 1 . Although there are certain provisions regarding the registered capi- tal system under the TCC, Article 456 of the law states that the provi- sions of the CML are reserved for public joint stock companies. The principles regarding the registered capital systems of public joint stock companies are regulated under Article 18 of the CML. However, there is no provision equivalent, or similar, to Article 7 of the fCML regulating those new shares would issue, and shareholder rights would be obtained with the sale of the shares prior to the registration. Further, different from the provisions of the fCML, the CML does not include any provi- sion excluding the relevant articles of the TCC on invalidity of the share certificates that are issued prior to the registration of shares. 1 Manavgat , Çağlar : Kayıtlı Sermaye Sistemindeki Halka Açık Anonim Ortaklıklarda Payın Doğumu ve Satış Sürecine Etkileri , Banka ve Ticaret Hukuku Dergisi, September 2015 – V. XXXI – No. 3, p. 7.