NEWSLETTER-2019-metin

198 NEWSLETTER 2019 without prejudice to the dematerialized system principles, the share certificates of public joint stock companies with registered capital systems shall be delivered to the buyer when the sale transaction is completed. As explained above, different from Article 7 of the fCML, the CML does not include any provision excluding the TCC provisions regarding invalidity of the share certificates issued prior to the regis- tration of shares. However, the relevant Article of the Communique on Shares that was issued after the CML, accepts that share certificates may be validly issued prior to the registration, and it is mandatory to deliver these certificates to the purchaser at the time of sale. With respect to the dematerialized shares, Communiqué on the Procedures and Principles for Dematerialized Capital Market Instru- ments No. II-13.1 7 (“Dematerialized Capital Market Instruments Com- muniqué”) does not require registration of shares as a pre-requisite to record the newly issued shares to shareholders’ or investors’ accounts of the investors and to the shareholders in the Central Record System. On the other hand, according to Article 16 of the Dematerialized Capi- tal Market Instruments Communiqué, the record of the newly issued shares made to the accounts of shareholders or investors prior to the registration of the shares are temporary for joint stock companies with principle capital systems, and these records will become definite with the registration of the shares. It is not clear whether this Article can be interpreted in a way to include the records for joint stock companies in the registered capital system, as well, or whether records made for these companies are certain before the registration of shares. It has been argued that the registered capital system excluded from the scope of this Article was in error, and due to the influence of Article 7 of the fCML 8 . Conclusion The fact that the CML does not include a specific provision re- garding the time of issuance of shares, and the TCC foresees certain provisions regarding the registered capital system different from the fTCC, renders a complexity in understanding which scope the TCC 7 OG, No. 29081, 07.08.2014. 8 Manavgat , p. 15.