The merger takes place when the shares of the acquiring company are automatically acquired by the partners of the transferred company, according to an exchange rate, in exchange for the assets of the transferred company. In the merger, at least one company ends without liquidation. With the merger, the acquiring company takes over the assets of the transferred company as a whole.
Merger occurs in two ways;
One trading company taking over another, “merger in the form of a takeover”
The coming together of commercial companies in a new company is called “merger in the form of a new establishment”
Mergers of commercial companies and commercial enterprises in the following cases are considered valid mergers.
Capital companies; With another capital company, cooperative, collective and limited companies, provided that the transferee company is the company,
Private companies; with another private company, with capital companies and cooperatives, provided that it is a transferred company,
Cooperatives; With another cooperative, with a capital company, with a sole proprietorship company, provided that the transferee is a company,
With a commercial enterprise, a trading company, provided that it is transferred.
If the trade name of the transferred company is intended to be used by the transferee company, it can be used following the end of the three-month guarantee period specified in Article 157 of the Turkish Commercial Code.
Documents required for registration:
1- Petition
It must be signed by the authorized person with the company stamp. If it is signed by a power of attorney, the original or certified copy of the power of attorney must be attached and the attached document must be included.
2- A photocopy of the registry gazette in which the announcement regarding the right of inspection given in accordance with the attached sample (Annex 1) of the transferred/acquired company was published 33 days before the general assembly,
Each company participating in the merger is required to announce where the documents submitted for examination are deposited and where they are kept ready for examination, at least three business days before the date of deposit, in the Turkish Trade Registry Gazette and in the newspaper stipulated in the company agreement. In the same announcement, it is clearly stated that all interested parties have the right to examine the merger documents. These issues are also published on the websites of capital companies that are subject to the obligation to establish a website.
Each of the companies participating in the merger, at their headquarters and branches, and for public joint-stock companies, at the places to be determined by the Capital Markets Board, within thirty days before the general assembly decision; the merger agreement, the merger report, the year-end financial statements and annual activity reports of the last three years, and interim balance sheets when necessary; It is obliged to submit it to the review of partners, dividend share holders, holders of securities issued by the company, persons with interests and other relevant parties. These documents are also published on the websites of capital companies that are obliged to open a website.
Companies that are determined to meet the Small and Medium Sized Enterprise criteria through a CPA or Certified Public Accountant report may waive their right to review, provided that all partners approve the report and the consultant’s activity certificate.
3- Notarized copies of the decisions regarding the approval of the merger agreement by the general assemblies of the transferee and transferee companies (1 copy),
4- Merger agreement signed by the parties (An original copy and, in case there are goods and rights that need to be registered in the special registry, photocopies as many as the number of authorities to be notified must be attached.)
5- In case the permission or approval of the Ministry or other official institutions is required, this permission or approval letter for the transferee and the transferred company,
6- If the acquiring company increases its capital due to the merger, the documents required for the registration of the capital increase;
If there is no capital increase, this issue must be stated in the general assembly decision.
7- In terms of the transferee company; If the merger is made as a new establishment, the founding documents of the new company,
😎 CPA or CPA report and the consultant’s activity certificate;
In this report;
Determining whether the capital of each of the companies participating in the merger remains unrequited and their equity,
Determining that the creditors’ receivables are not in danger, and if this determination cannot be made, a statement from the management body that the receivables in question are secured,
If half of the sum of the capital and legal reserves of the company party to the merger is lost at a loss or is in a state of insolvency, the other company party to the merger has equity that can be freely disposed of in an amount that will cover the lost capital or insolvency, and the relevant amounts are confirmed by showing the form of account or as stated. It is confirmed that the situations do not exist,
If the transferred company has assets registered in land registry, ship and intellectual property registries and similar registries, their list and determination of their fair values, (A photocopy of the report must be attached for each authority to be notified.)
Added to it
The last balance sheet approved by the city’s governing body and by the auditor in companies subject to audit,
should take place.
If the companies participating in the merger are subject to audit, this report can also be prepared by the company auditor.
9- If the transferred company is in liquidation, the report to be prepared by the liquidators stating that the distribution of assets among the shareholders has not started.
10-The transferred company; In the Annex 1 of the Declaration, addressed to the Trade Registry Directorate, signed by the company officials, containing the list of goods and rights registered in land registry, ship and intellectual property registries and similar registries, and the information and values of the registries in which they are registered, and the records of the goods and rights in question in the relevant registries, A photocopy of the document showing that the rights belong to your company must be provided. A separate statement must be prepared for each authority to be notified. Declaration 2 must be prepared addressing the relevant directorates.
If these issues do not exist; Declaration that there are no goods or rights that need to be registered in the special registry.
Note: If the company that will be taken over and closed down due to the merger has a branch or branches registered in our directorate where the company headquarters is located or in other Trade Registry Offices, it should be clearly stated in the merger agreement whether the registration of the branch will continue with the title of the acquiring company.
If there is no branch/branches, a signed declaration must be submitted stating that there is no branch.
11-) The announcement texts to be prepared by the companies that are parties to the merger in accordance with the example regarding granting creditors the right to request their receivables to be secured must be submitted to the directorate together with the registration documents in order to ensure that they are published in the registry gazette 3 times with an interval of 7 days. The first announcements to be made to creditors must be published in the same registry gazette together with the announcements regarding the registration of the merger decision. (ANNEX 2)
12-)The merger report prepared by the management bodies of all companies that are parties to the merger, separately or together, must be submitted to the directorates where the companies are registered.
Companies that are determined to meet the Small and Medium Sized Enterprise criteria through a CPA or Certified Public Accountant report may waive their right to review, provided that all partners approve the report and the consultant’s activity certificate.
The acquiring company cannot register its merger decision unless the transferred company registers its merger decision.
Provisions regarding the contribution of capital in kind do not apply in merger transactions.
A provision cannot be included in the merger agreement stating that it will be valid before the approval of the general assembly. The only exception to this is the facilitated merger transaction specified in Articles 155 and 156 of the Law.
If more than 6 months have passed between the date of signing the merger agreement and the balance sheet date, or if significant changes have occurred in the assets of the companies participating in the merger after the issuance of the last balance sheet, it is mandatory for the companies participating in the merger to issue an interim balance sheet in accordance with the provisions of Article 144 of the Law, and the CPA will be responsible for the evaluation made according to the interim balance sheet. or the CPA report and the consultant’s activity certificate are submitted.
If a higher quorum is not stipulated in the company agreement at the general assembly, the merger agreement;
By the majority of votes present at the meeting, provided that at least one quarter of the capital is represented in joint stock companies whose shares are traded on stock exchanges,
In joint stock companies and limited partnerships whose capital is divided into shares, with three quarters of the votes present at the general assembly, provided that it represents the majority of the principal or issued capital,
In capital companies to be taken over by a cooperative, with three quarters of the votes present at the general assembly, provided that it represents the majority of the capital,
In limited companies, by the votes of three quarters of all partners, provided that they have shares representing at least three quarters of the capital,
In cooperatives, with a majority of two-thirds of the votes cast; If additional payment and other performance obligations or unlimited liability are accepted in the articles of association, or if these exist and are expanded, they must be approved by the decision of three quarters of all partners registered in the cooperative.
Matters that should be included in the merger agreement;
Trade names of the companies participating in the merger, the trade registry office where they are registered and trade registry number, tax number, company types, head office address; In case of merger through new establishment, the type, trade name and headquarters address of the new company,
The exchange rate of company shares and the equalization amount, if foreseen; Statements of the partners of the transferred company regarding their shares and rights in the acquiring company,
The rights granted by the acquiring company to the owners of privileged and non-voting shares and to the owners of dividend shares,
The method of changing company shares,
The shares acquired through the merger are entitled to the balance sheet profit of the transferee or the newly established company.
the date on which it was made and all the features related to this request,
If necessary, separation fee in accordance with Article 141 of the Law,
The date on which the transactions and actions of the transferred company will be deemed to have been made on behalf of the transferee company,
Special benefits granted to management bodies and managing partners,
Names of partners with unlimited liability, if necessary,
Date of the merger agreement.
Matters that should be included in the merger report:
Purpose and results of the merger,
merger agreement,
Exchange rate of company shares and equalization reserve, if foreseen; Partnership rights granted to the partners of transferred companies by the acquiring company,
If necessary, the amount of the separation fund and the reasons for giving the separation fund instead of company shares and partnership rights,
Features regarding the valuation of shares in terms of determining the rate of change,
The amount of the increase to be made by the acquiring company, if necessary,
If foreseen, information about additional payment and other personal performance obligations and personal responsibilities that will be imposed on the partners of the transferred company due to the merger,
In mergers of different types of companies, the obligations of the partners due to the new type,
The effects of the merger on the workers of the companies participating in the merger and, if possible, the content of a social plan,
Effects of the merger on the creditors of the companies participating in the merger,
Approval from relevant authorities, if necessary.
In case of a merger through a new establishment, the new company’s agreement must also be included in the merger report.
FACILITATED MERGER;
WARNING:
Facilitated merger is only valid for capital companies.
It is not valid for mergers through new establishment.
According to TTK 155-1/a and b;
Capital companies can merge in a facilitated manner if they own all the shares of the transferred capital company that give voting rights, or if a company or a real person or groups of persons affiliated by law or contract own all the shares that give voting rights of the capital companies participating in the merger.
Companies; They are not obliged to prepare a merger report and provide the right to review it and to submit this merger agreement to the approval of the general assemblies.
In the capital increase due to merger, the condition that the previous capital has been paid is not required.
Matters that should be included in the merger agreement;
Trade names of the companies participating in the merger, the trade registry office where they are registered and trade registry number, tax number, company types, head office address;
If necessary, separation fee in accordance with Article 141 of the Law,
Special benefits granted to management bodies and managing partners,
History of the merger agreement
Taking into account the explanations above, the documents required for registration are; Merger agreement signed by the parties (An original copy and, in case there are goods and rights that need to be registered in the special registry, photocopies as many as the number of authorities to be notified must be attached.)
In case the permission or approval of the Ministry or other official institutions is required, this permission or approval letter for the transferee and the transferred company,
If the acquiring company increases its capital due to the merger, the documents required for the registration of the capital increase are;
If there is no capital increase, this issue must be stated in the decision of the board of directors/board of directors.
Note: If the acquiring company is the sole legal partner of the transferred company, no capital increase will be made.
However, the partners of the transferred company are not the company to be transferred; If it is a real person / persons and different legal entities / persons, the acquiring company must make a capital increase due to the merger and apply for registration with appropriate documents,
CPA or CPA report and the consultant’s activity certificate;
In this report;
Determining whether the capital of each of the companies participating in the merger remains unrequited and their equity,
Determining that the creditors’ receivables are not in danger, and if this determination cannot be made, a statement from the management body that the receivables in question are secured,
If half of the sum of the capital and legal reserves of the company party to the merger is lost at a loss or is in a state of insolvency, the other company party to the merger has equity that can be freely disposed of in an amount that will cover the lost capital or insolvency, and the relevant amounts are confirmed by showing the form of account or as stated. It is confirmed that the situations do not exist,
If the transferred company has assets registered in land registry, ship and intellectual property registries and similar registries, their list and determination of their fair values, (A photocopy of the report must be attached for each authority to be notified.)
Attached is the last balance sheet approved by the company’s management body, or by the auditor in companies subject to audit,
should take place.
If the companies participating in the merger are subject to audit, this report can also be prepared by the company auditor.
If the transferred company is in liquidation, its assets
The report to be prepared by the liquidators stating that the distribution of the assets among the shareholders has not started.
A statement signed by the company officials, which includes the list of properties and rights of the transferred company registered in the land registry, ship and intellectual property registries and similar registries, and the information and values of the registries in which they are registered and the registration of such goods and rights in the relevant registries; (A separate declaration must be prepared for each authority to be notified.)
If these issues do not exist; Declaration that there are no goods or rights that need to be registered in the special registry.
The announcement texts to be prepared by the companies that are party to the merger in accordance with the example regarding granting creditors the right to request their receivables to be secured must be submitted to the directorate together with the registration documents in order to ensure that they are published in the registry gazette three times with an interval of 7 days. The first announcements to be made to creditors must be published in the same registry gazette together with the announcements regarding the registration of the merger decision. (ANNEX 2)
Pursuant to Article 156 of the Law, if the merger agreement is not submitted to the general assembly for approval in capital companies that merge through the simplified procedure, a notarized copy of the board of directors’ decision stating that the merger has been accepted, the simplified merger procedure has been applied and the basis for this procedure must be submitted to the directorate.
According to TTK 155-2;
For minority shareholders, if the transferred capital company owns at least ninety percent of the voting rights of the transferred capital company; In case of giving shares in the acquiring company that are equivalent to these shares, in addition to the company shares, in accordance with Article 141 of the Law, it is proposed to give a cash consideration that is exactly equivalent to the real value of the company shares, and if no additional payment debt or any personal performance obligation or personal liability arises due to the merger. Capital companies can merge in a simplified manner.
Matters that should be included in the merger agreement;
Trade names, legal types and headquarters of the companies participating in the merger; In case of a merger through a new establishment, the type of the new company, the trade names, legal types and headquarters of the companies participating in the merger; In case of merger through a new establishment, the type, trade name and headquarters of the new company
The exchange rate of company shares and the equalization amount, if foreseen; Statements of the partners of the transferred company regarding their shares and rights in the acquiring company,
If necessary, separation fee in accordance with Article 141,
It must contain the names of the responsible partners, if necessary,
Date of the merger agreement.
Companies; They are not obliged to prepare a merger report and submit this merger agreement to the approval of the general assemblies. However, the right to review must be granted 30 days before the application to be made to the trade registry for the registration of the merger.
In the capital increase due to merger, the condition that the previous capital has been paid is not required.
Taking into account the explanations above, the documents required for registration are;
A photocopy of the registry gazette in which the announcement regarding the right of inspection given in accordance with the attached sample (Annex 1) of the transferred/acquired company was published 33 days before the general assembly,
Merger agreement signed by the parties (An original copy and, in case there are goods and rights that need to be registered in the special registry, photocopies as many as the number of authorities to be notified must be attached.)
In case the permission or approval of the Ministry or other official institutions is required, this permission or approval letter for the transferee and the transferred company,
If the acquiring company increases its capital due to the merger, the documents required for the registration of the capital increase are;
If there is no capital increase, this issue must be stated in the decision of the board of directors/board of directors.
CPA or CPA report and the consultant’s activity certificate;
In this report;
Determining whether the capital of each of the companies participating in the merger remains unrequited and their equity,
Determining that the creditors’ receivables are not in danger, and if this determination cannot be made, a statement from the management body that the receivables in question are secured,
If half of the sum of the capital and legal reserves of the company party to the merger is lost at a loss or is in a state of insolvency, the other company party to the merger has equity that can be freely disposed of in an amount that will cover the lost capital or insolvency, and the relevant amounts are confirmed by showing the form of account or as stated. It is confirmed that the situations do not exist,
If the transferred company has assets registered in land registry, ship and intellectual property registries and similar registries, their list and determination of their fair values, (A photocopy of the report must be attached for each authority to be notified.)
Attached is the last balance sheet approved by the company’s management body, or by the auditor in companies subject to audit.
is property.
If the companies participating in the merger are subject to audit, this report can also be prepared by the company auditor.
If the transferred company is in liquidation, the report to be prepared by the liquidators stating that the distribution of assets among the shareholders has not started.
The transferred company; In the annex of Declaration 1, addressed to the Trade Registry Directorate, signed by company officials, which includes the list of goods and rights registered in land registry, ship and intellectual property registries and similar registries, and the information and values of the registries in which they are registered, and the records of such goods and rights in the relevant registries, A photocopy of the document showing that the rights belong to your company must be provided. A separate statement must be prepared for each authority to be notified. Declaration 2 must be prepared addressing the relevant directorates.
If these issues do not exist; Declaration that there are no goods or rights that need to be registered in the special registry.
Note: If the company that will be taken over and closed down due to the merger has a branch or branches registered in our directorate where the company headquarters is located or in other Trade Registry Offices, the attached Branch information declaration must be signed and attached to the document.
If there is no branch/branches, a signed declaration must be submitted stating that there is no branch.
The announcement texts to be prepared by the companies that are party to the merger in accordance with the example regarding granting creditors the right to request their receivables to be secured must be submitted to the directorate together with the registration documents in order to ensure that they are published in the registry gazette three times with an interval of 7 days. The first announcements to be made to creditors must be published in the same registry gazette together with the announcements regarding the registration of the merger decision. (ANNEX 2)
Pursuant to Article 156 of the Law, in case the merger agreement is not submitted to the general assembly for approval in capital companies that merge with the simplified procedure, a notarized copy of the decision of the board of directors/board of managers stating that the merger has been accepted, the simplified merger procedure has been applied and the basis for this procedure must be submitted to the directorate.
https://ito.org.tr/documents/Ticaret-Sicil/dilekceler-belgeler/beyan_ornegi.doc
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https://ito.org.tr/documents/Ticaret-Sicil/dilekceler-belgeler/beyan_ornegi_2.doc
https://ito.org.tr/documents/Ticaret-Sicil/dilekceler-belgeler/6102_bolunme_ek2.doc
https://ito.org.tr/documents/Ticaret-Sicil/dilekceler-belgeler/6102_bolunme_ek1.doc
https://ito.org.tr/documents/Ticaret-Sicil/dilekceler-belgeler/beyan_ornegi.doc
Division is when a capital company or a cooperative transfers some or all of its assets to one or more existing or newly established capital companies or cooperatives, in exchange for giving participation shares to itself or its partners.
Division is done in two ways: partial division and complete division.
1-) Full Division; Dissolution of a capital company or cooperative without liquidation and transferring all its assets, receivables and debts based on their registered values to two or more existing or newly established capital companies or cooperatives, and in return, a participation representing the capital of the transferring capital company or cooperative to the partners of the transferred capital company or cooperative. It is a division by giving shares.
2-) Partial Division; The registered values of the real estates and participation shares, production facilities, service units and all kinds of rights and goods related to them included in the balance sheet of a capital company or cooperative are transferred to one or more existing or newly established capital companies or cooperatives, in return to the partners of the transferring company or cooperative or the company. or it is a division in which the cooperative is given participation shares representing the capital of the acquiring capital company or cooperative.
Division;
1- If the partners of the transferring company are given company shares in proportion to their existing shares in all companies participating in the division, this is a division in which the ratios are preserved.
2- If the partners of the transferring company are given company shares at different rates depending on their current shares in some or all companies participating in the division, this is a division in which the ratios are not maintained.
Documents required for registration;
It must be signed by the authorized person with the company stamp. If it is signed by a power of attorney, the original or certified copy of the power of attorney must be attached and the attached document must be included.
COMPLETE DIVISATION;
1- A photocopy of the registry gazette of each of the companies participating in the division, in which the announcement indicating the partners’ right to review was published in accordance with the attached sample (Annex 1), two months before the general assembly decision,
Companies that are determined to meet the Small and Medium Sized Enterprise criteria through a CPA or Certified Public Accountant report may waive their right to review, provided that all partners approve the report and the consultant’s activity certificate.
2- A photocopy of the announcement made three times, every seven days, in the registry gazette, calling on creditors to declare their receivables and request collateral (Annex 2)
3- Division agreement / plan
An original copy and, if there are goods and rights that need to be registered in the special registry, photocopies as many as the number of authorities to be notified must be attached.
4- Notarized copy of the general assembly resolution of the divided and other companies participating in the division regarding the approval of the division agreement / plan (2 copies),
5- The divided company; In the Annex 1 of the Declaration, addressed to the Trade Registry Directorate, signed by the company officials, containing the list of goods and rights registered in land registry, ship and intellectual property registries and similar registries, and the information and values of the registries in which they are registered, and the records of the goods and rights in question in the relevant registries, A photocopy of the document showing that the rights belong to your company must be provided. A separate statement must be prepared for each authority to be notified. Declaration 2 must be prepared addressing the relevant directorates.
If these issues do not exist; Declaration that there are no goods or rights that need to be registered in the special registry,
6- By other companies participating in the division; Incorporation documents in case of a new establishment,
7- In case the permission or approval of the Ministry or other official institutions is required, this permission or approval letter,
8- Determination of the values of the divided assets of the fully divided company in terms of sections, determination of their fair values if the divided company has assets recorded in land registry, ship and intellectual property registries and similar registries, determination of whether the divided company has assets other than the divided ones and whether the ratios are preserved in the division. and the CPA or CPA report, which includes the last balance sheet approved by the company’s management body, or by the auditor in companies subject to audit, and the consultant’s activity certificate, or the auditor’s report regarding these determinations in companies subject to audit,
An original copy and, if there are goods and rights that need to be registered in the special registry, photocopies as many as the number of authorities to be notified must be attached.
9- By the acquiring company(ies); Documents regarding capital increase, if any,
10-The division report prepared by the management bodies of all companies participating in the division, separately or together, must be submitted to the directorates where the companies are registered.
Companies that are determined to meet the Small and Medium Sized Enterprise criteria through a CPA or Certified Public Accountant report are subject to the condition of submitting the said report and the consultant’s activity certificate, if approved by all partners.