a)
General
The capital share may only be transferred or inherited in accordance with the provisions below excluding the provisions with regard to acquisition of capital share by the partnership.
b)
Share register book
The LLC must keep a share register book that includes capital shares. Partners may inspect the share register book.
The book includes the following information:
- Names and addresses of partners,
- Number of capital shares of each partner,
- Nominal value of capital shares,
- Transfers and transitions of shares,
- Groups of capital shares,
- Usufruct and pledge rights on capital shares and names and addresses of the holder of such rights.
c)
Transfers of capital shares
(i) Transfer
- Transfer of capital share and the transactions resulting in transfer obligations must be made in a written form. Parties' signatures must be certified by a public notary.
- General assembly approval is required for the transfer unless otherwise stated in the articles of association. The transfer will be effective upon this approval.
- The general assembly may reject the transfer unless otherwise stated in the articles of association.
- The articles of association may prohibit the transfer of capital shares.
- The partners right to withdraw from the partnership with a just cause is reserved in the case where the articles of association have prohibited the transfer or the general assembly has rejected the approval of transfer.
- If the general assembly has not rejected the transfer within three months from the date that transaction is made, the approval is considered to be given.
(ii) Inheritance, marital property and execution
If capital shares are transferred through (a) inheritance (b) provisions with regard to marital property or (c) execution proceedings, all rights and debts are transferred to the person who acquires the shares. For such transfer general assembly approval is not required.
(iii) Determination of the actual value
The value of capital shares are determined by the commercial court of the first instance where the headquarters are located unless:
- The partners agree on the value,
- The values are stated in law or the articles of association.
The related expenses such as the trial and the value assessment are divided by the court and the court decision in this respect is final.
(iv) Registration
The manager of the LLC should apply to the trade registry for the registration of the transfer of capital shares. If this application is not submitted within thirty days, the partner who transfers his/her shares may apply to the trade registry to erase his/her name from the related shares. Subsequently, the trade registry will give a period to the LLC in order to notify the name of the acquiring persons'.
