The spreadsheet a founder calls the cap table has no legal status in Türkiye. What has legal status is the share ledger (pay defteri): under Article 499(4) of the Turkish Commercial Code No. 6102 (TCC), in relations with the company only the person recorded in the ledger is treated as shareholder. An investor whose shares were never entered cannot vote; a departed founder whose transfer was never recorded still can. The ledger is also one of the company’s statutory books: a paper ledger needs an opening approval before first use, and under the Ministry of Trade’s 2025 Communiqué companies whose incorporation is registered on or after 1 January 2026 must keep it electronically in the Ministry’s system, which older companies may opt into. In diligence it is the second most common finding after missing IP assignments: ledgers that stop at incorporation, record transfers without evidence, omit pledges and usufructs, or simply cannot be found. This article explains what the ledger must contain, how a transfer gets into it, what the board may and must refuse, how interim certificates fit, and how to reconstruct a ledger that has been neglected for years.
What the ledger is for
Article 499(1) requires the company to record in the share ledger, with name, surname or trade name and address, the holders of uncertificated shares and of registered share certificates, and holders of usufruct rights over them. Article 499(2) forbids recording a transferee or usufructuary unless the transfer or the creation of the usufruct is proven to have been made in due form. Article 499(3) requires the company to note the entry on the share certificate. Article 499(4) is the operative rule: in relations with the company, only the person recorded is accepted as shareholder or usufructuary. The ledger therefore does two jobs at once. It is the company’s evidence of who may exercise shareholder rights, which is why Article 417 tells the board to prepare the general-assembly attendance list from it. And it is the transferee’s protection: until entered, the buyer of registered shares owns them as against the seller but cannot exercise them against the company.
Bearer shares work differently. Since Law No. 7262 (2020), transfers of bearer share certificates take effect against the company and third parties only when the transferee notifies the Central Registry Agency (MKK), and bearer shareholders cannot exercise their rights until that notification is made (Article 489). Startups almost never issue bearer shares, and after 2020 there is no reason to.
How a transfer gets into the ledger
For registered shares, Article 490(2) says the transfer of certificated shares by legal transaction is made by endorsement of the registered certificate and delivery of possession; uncertificated shares are transferred by written assignment under the general assignment rules of the Code of Obligations, and interim certificates like registered certificates, by endorsement and delivery. If the articles contain an Article 492 approval requirement, the company’s consent is a further condition, and the board may refuse only on the grounds in Article 493: an important reason stated in the articles, or an offer to buy the shares at real value for the company’s, other shareholders’ or third parties’ account. Article 491 adds that partly paid registered shares may be transferred only with the company’s consent, refusable only if the transferee’s solvency is doubtful and no security is given. Where the company does not reject a request for approval within three months of receipt, approval is deemed given (Article 494(3)); until approval, ownership and all rights remain with the transferor (Article 494(1)). The board’s decision to register a transfer should be a minuted board resolution referring to the evidence: the endorsed certificate or the written assignment, the approval under Article 492 if applicable, and, for foreign transferees, the identification documents the company needs for its own records. A ledger entry without that file behind it is the thing diligence lawyers query.
Certificates, interim certificates and the “we never printed them” problem
Shares issued before registration of the company or of a capital increase are void (Article 486(1)). After registration, the board may issue interim certificates (ilmühaber) until share certificates are printed; the rules on registered share certificates apply to them by analogy (Article 486(2)). Certificates must state the company’s name, capital, the date of formation and the capital at that date, the series and its registration date, the type and nominal value, the number of shares, and must be signed by at least two persons authorised to sign for the company; registered certificates must also state the holder’s name, domicile and the paid-up amount and be recorded in the ledger (Article 487). A company that never printed certificates or interim certificates has uncertificated shares, which is lawful, but every transfer must then be evidenced by a written assignment, and the two-year income-tax exemption that Article 80 (repeated) of the Income Tax Law grants to individuals on share certificates is not available, as we explained in the cost of never printing share certificates. Print them at closing, record the certificate numbers in the ledger, and keep an issuance register alongside.
The ledger as a statutory book
Article 64(4) lists the share ledger, together with the board resolution book and the general-assembly meeting and deliberation book, among the commercial books a joint-stock company must keep, and Article 64(3) requires an opening approval before first use, made by the trade registry directorate at incorporation and by a notary for any later physical book; unlike the daybook, a paper share ledger needs no annual renewal of the opening approval as long as it has pages left, and no closing approval. Law No. 7262 of December 2020 empowered the Ministry of Trade to require electronic keeping of the share ledger and the board and general-assembly books, and the Ministry has used that power: under the Communiqué on Keeping Non-Accounting Commercial Books Electronically (Official Gazette 14 February 2025, No. 32813, in force 1 July 2025, as amended), companies whose incorporation is registered on or after 1 January 2026, and joint-stock companies whose formation requires Ministry permission, must keep the share ledger and the general-assembly book in the Ministry’s electronic system. Other companies may opt in, but a company that starts keeping its books electronically can never return to paper, and electronic books need no opening or closing approval. The Communiqué on Commercial Books sets out the mandatory content and the form of entries. The book is kept at the company’s seat and must be producible to shareholders exercising their information rights under Article 437, to the Ministry’s inspectors and to a court; a company that cannot produce its ledger, on paper or in the electronic system, has a book-keeping violation as well as an evidentiary gap.
Pledges, usufructs, options and other things founders forget
The ledger records not only ownership but usufruct rights (Article 499(1)). Pledges over registered shares are perfected by endorsement or written pledge agreement and delivery of the certificate and are commonly noted in the ledger even though the Code does not require it, because a buyer or lender will ask. Investors’ call options, founders’ vesting arrangements and drag-along rights are contractual and are not recorded; transfer restrictions in the articles are noted because they condition every future entry. When shares are held through an escrow or a nominee, the ledger records the legal holder, which is the escrow agent or the nominee, and the beneficial arrangement stays in the contract. Foreign shareholders are recorded with the same details as Turkish ones; the company should hold, but need not record, the apostilled corporate documents it relied on.
Reconstructing a neglected ledger
The typical startup ledger records the founders at incorporation and nothing since, while three rounds, two founder departures and an option exercise have happened on paper. Reconstruction proceeds in order. Start from the trade registry: every capital increase and its subscribers are in the registered general-assembly resolutions, and they fix the shares that exist. Collect the evidence of every transfer since then, in the form the Code requires, and where a transfer was agreed but never documented in that form, have the parties sign the missing assignment now, dated today, with a recital of the original agreement. Pass board resolutions approving and recording each transfer under Article 492 where applicable. Enter the resulting positions in the ledger (the approved paper book or the electronic system), cross-referenced to the resolutions and the evidence. Then reconcile the ledger to the cap table spreadsheet and to the last general-assembly attendance list; discrepancies are what the reconstruction is for. Finally, print certificates for the reconciled positions and note their numbers. A buyer will accept a reconstructed ledger with a clean evidence trail; a buyer will not accept a spreadsheet.
Is a ledger kept in Excel valid?
Not as the statutory book. The share ledger must be either a paper book with an opening approval or, for companies registered from 1 January 2026 and companies that have opted in, the electronic ledger in the Ministry of Trade’s system; a company that has moved to the electronic ledger cannot go back to paper. A spreadsheet is a useful working copy, and its columns should mirror the ledger, but it does not satisfy Articles 64 and 499.
The board refuses to record my transfer. What can I do?
If the articles contain no Article 492 clause, the company must record a duly proven transfer and a refusal can be challenged before the commercial court, with damages for the delay. If the articles contain the clause, the board may refuse only on Article 493 grounds and must, if it relies on the buy-out route, actually offer real value; silence for three months counts as approval under Article 494(3).
Does the MKK system apply to our registered shares?
Only for companies whose shares are dematerialised under the Capital Markets Law, that is, listed and certain other public companies, and for bearer shares under Article 489. A private company’s registered shares are evidenced by its own ledger.
Related: share ledger · cap table · back-up stock certificate · preparing for due diligence.
Sources. Turkish Commercial Code No. 6102 (Articles 64, 417, 486–494, 499); Communiqué on Commercial Books (Official Gazette 19 December 2012, No. 28502, as amended); Communiqué on Keeping Commercial Books Not Related to the Enterprise’s Accounting in Electronic Form (Official Gazette 14 February 2025, No. 32813, as amended); Income Tax Law No. 193 (Article 80 repeated). Statute links open the official Turkish texts on mevzuat.gov.tr.
This article is provided for general information only and does not constitute legal advice. Please seek legal support for an assessment of any specific matter.
