Limited Şirketlerde Pay Devri
Derekaya, Kemal Çağrı
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The procedure of “Transfers Of Shares In Limited Companies” underwent significant changes in many aspects as a result of inurement of Turkish Commercial code numbered 6102 and provisions specified in the legal legislation related to the limited liability companies being the most preferred stock corporation established in our country and personal factors are more effective. In spite of the fact that the law maker approximated the unique structure of a limited liability company to the structure of a joint-stock company in Turkish Commercial Code numbered 6102, he tried to maintain the unique structure and this perception affected the issue of share transfer in a limited liability company, in the same way. Concept of share in limited liability companies and basic characteristics of the share were explained in the first chapter of my study. Promissory transaction and share transfer promissory contract, being a non-common contract applied as specific to this transaction were discussed in many aspects in the second section. Controversial points in the doctrine were mentioned while forming the chapters and contents and opposing views were emphasized. At the same time, a number of decisions of the Supreme Court made about the share transfer in the limited liabilities companies were underlined. Close relations of the issues with each other and different outcomes to occur by the possibilities were examined in this study. Especially, issues affecting the share transfer directly such as rights of the partner if the transfer is not approved and the role of general assembly of the company in the transfer, limitation of the transfer by the provisions to be incorporated into the articles of incorporation and provision of form stipulated for the share transfer in limited liability companies were addressed in detail.