What are the advantages of the Dematerialized System?
- Low risk and cost for all market participants
- Savings of millions of dollars every year from certificate printing and issuance expenses
- Savings from personnel, custody, insurance, debt/loan costs
- The possibility for issuers to have accurate and secure shareholder stock registers
- Time and cost advantages in capital increases, dividend payments and communication with shareholders
- Zero forged/lost/pilferage risk cost
- Shorter, effective and fast settlement process
- Efficiency in company-shareholder relationship, convenience in using shareholder rights
- Availability of international integration,
- Harmonization with international industry standard
What is the Dematerialization Process?
According to the regulations, the CMB (Capital Markets Board) determines the eligible capital market instruments for dematerialization.
Mutual Funds:
On 25 April 2005, CRA has started dematerialization of physical mutual fund certificates as a pilot project. Following the succesfull pilot phrase, in 27 June 2005 dematerialization of all mutual funds began. Since that date mutual funds are issued in dematerialized form and distributed to investors through the CRA system. At present, all mutual funds are held in dematerialized form.
Stocks:
On 28 November 2005, stocks that were physically held in Takasbank's system were annulled and transfered to CRA's electronic book entry system on beneficiary owner basis.As of that date only transactions in dematerialized stocks are accepted for settlement.
The stocks that are held in kind at Takasbank and other privately held stocks can also be subject to dematerialization. Investors should hand over their physical shares through intermediary institutions or issuers to Takasbank who conducts the process on behalf of CRA.
Following the dematerialization of all stocks traded at the ISE no physical shares will be printed or delivered in rights and bonus issues of company stocks.
What are the duties of CRA?
Book-entry system is established upon the basis determined with the Article 10/A of the Capital Markets Law. General duties and authorities given to the CRA with Article 10/A, are detailed by the CRA Regulation issued by the Council of Ministers. In accordance with the CRA Regulation, CRA is established to keep the records of the capital market instruments as well as rights affixed thereon with respect to issuers, intermediary institutions, and right owners, oversee the consistency of actual records maintained by member groups, and manage and represent the Investors Protection Fund. The duties of CRA are determined as follows.
- to maintain book-entry records of capital market instruments as well as rights affixed thereon in electronic format with respect to members and right owners,
- to maintain consistency of records among members, and, in case of determination of any inconsistency, or violation to the regulations concerning the dematerialized system, then request necessary corrections by members, and inform the CMB accordingly, and take and implement measures in order to ensure safe and secure operation of the system,
- to ensure confidentiality of records as per the applicable regulatory provisions,
- to conduct the operations concerning dematerialization of capital market instruments which are resolved by the CMB to be dematerialized according to Article 10/A of the Law, exercise rights concerning management of physical certificates not submitted within the specified period of time, and exercise and monitor financial corporate rights affixed thereon,
- to manage and represent the Investors' Protection Fund, and conduct all the operations on behalf of the Fund as per the applicable regulatory provisions,
- to implement liquidation formalities of intermediary institutions, which are subject to gradual liquidation as per the Board resolution, on behalf of the Investors' Protection Fund as per the applicable regulatory provisions,
- to conduct other duties assigned by the CMB according to the capital market regulations, and other formalities required under the existing arrangements.
The Article 10/A of the Law and CRA Regulation frames the duties and authorities of CRA. Procedures and principles of the records that are kept within CRA are determined by the Dematerialization Communiqué issued by the Capital Markets Board. The Communiqué regulates the principles on the members of CRA, the nature of the accounts and the transactions and the transaction methods.
What is the legal framework?
Article 10/A of the Capital Markets Law is as follows.
- “Capital market instruments and rights related to them shall be kept in book entry form by the Central Registry which is a legal entity under private law. The organization shall be under the supervision of the Board. The establishment, operation, working and supervision principles of the Central Registry shall be determined by regulations promulgated by the Council of Ministers.
- The Central Registry shall keep the records in electronic format with respect to issuers, intermediary institutions and owners of rights. Notwithstanding the provision of Article 7 of this Law, certificates shall not be required for those rights that are recorded. The principles for recording the capital market instruments in registered or bearer accounts, their procedure, and the principles for related operations shall be determined by a communiqué of the Board.
- The date of notification to the Central Registry will be taken as reference in claiming against third parties the rights on the dematerialized capital market instruments.
- The Board can determine the rights to be recorded pursuant to this article and the types of related capital market instruments with respect to their types and issuers.
- In registering the transfer of shares at the share register of companies pursuant to Article 417 of the Turkish Commercial Code, the records at the Central Registry shall be taken as basis without the need for further application by any party.
- The Central Registry, issuers and intermediary institutions shall be liable in the proportion of their fault for damages to the holders of a right due to errors in the records keep.
- The provisions of Article 25 of this Law shall apply to the personnel of the Central Registry."
The system on the custody and the settlement of the capital market instruments and the records of the rights affixed has been the subject of a fundamental change with the “book-entry” system determined by the Article 10/A of the Law. The change and its advantages for the system as explained in the explanatory notes of the Law are as follows; "...This is one of the most radical and serious reforms for the transparency of capital markets...with the dematerialisation of the capital market instruments the necessity to print physical certificates disappears and the cost of the issuer companies for initial public offering and capital increase operations will decline. Both the stock and shareholder information of the publicly traded companies will be tracked in a healthier manner. Dematerialisation of the capital market instruments will eliminate the risks associated with theft, fake prints and physical harm of the certificates. The services provided for the capital increase and dividend payment operations of the publicly traded companies will be a lot easier and shall take lesser time. Custody of the stocks in one location will provide convenience for settlement operations and will decrease the defaults. As a result, with the dematerialisation of the capital market instruments, transparency and trust in capital markets will be provided and the market depth will increase... ".
Legal Operations
Applications sent through postal service
The delivery times of the applications sent through postal service may vary depending on the delays. The applications are put into process on the day of the delivery. The replies are sent via certified mail. We cannot give information on the phone relating to the content of the reply as our records are confidential in accordance with the related regulations.
Info request over the phone for attachment orders
We cannot give information on the phone as our records are confidential in accordance with the related regulations. This information is provided to the account holder investment firms and/or banks after the attachment is applied. One should get in touch with his investment firm and/or bank for such information requests.
Faxed documents
We cannot accept faxed documents and we legally cannot perform any operations on the accounts unless the real copy of the document is delivered.
Which capital market instruments are kept in book-entry form?
Equities and warrants, ETFs and mutual funds, corporate bonds and commercial papers.
How can I know if an attachment is removed from my account?
An automated e-mail is being sent to the relevant account holder investment firm and/or bank when an attachment is removed from an account. It is possible to obtain information from your account holder.
How is the liquidation procedure of the attached capital market instruments?
A legal instruction should be sent to ISE for stocks and to the account holder investment firms for investment funds.
How can inheritors apply?
Inheritors of a deceased investor should apply with the copy of their ID and the certified copy of the legal documents proving the inheritance.
Can CRA provide information on the deposit account kept in banks? Is it possible to send attachment requests to CRA for the attachment of these deposit accounts?
Only records of the capital market instruments determined by the CMB are kept in CRA. Deposit accounts in banks, real-estate records, credit card information are not available in CRA. It is not possible for CRA to apply an attachment for these accounts. Only relevant banks can apply an attachment on deposit accounts.
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