Merger Of Companies
Mergers between article 136 and 158 of the Turkish Commercial Code is arranged.
The merger of the company in exchange for the assets transferred, the rate of change of the transferee company according to the shares transferred by the company verifies that its partners are acquired spontaneously.
By incorporating, the transferee will inherit the company transferred the assets of the company as a whole.
At least one company ends and the merger from the commercial register together with the registration of the transfer tasfiyesiz, the record is deleted.
Occurs in two types of mergers.
1. Inheritance in the form of a merger “a trading company to take over another”
2. In the form of the new organization merger “of companies trading in a new company to come together”
Trading companies and trading companies that have made the current mergers in mergers in the following cases is considered. (K. T. T. 137.article)
Of the company other capital capital stock company, cooperative, collective and limited partnership companies with the condition of the transferee company,
Transferred by the company to the company of a company a person to another person with the condition of capital companies and cooperatives with
Cooperatives with other cooperatives, the capital of the transferee company the company is a person with the condition company, with
Provided be transferred to a business of a trading company.
Necessary documents for the registration of the merger;
1-Rights In The Merger Review Process Announcement
30 days before the General Assembly transferred/attached to the transferee company (Appendix 1) provided in accordance with the example of the right to review the advertisement was published on the photocopy of newspaper article,
"Each company participating in the merger for review where it presented the documents that they are prepared to look at where they are deposited, at least three business days from the date of its deposit in advance, the Turkish trade registry Gazette, the company must be announced in the Gazette as stipulated in the agreement. In the same announcement, all parties concerned have the right to examine explicitly pointed out that the merger documents. These issues, the internet site subject to the obligation of setting up capital of the company published on the internet site. In the center of each of the companies participating in the merger with the branches and Public Joint Stock Companies, where the provide for of the capital market board, the previous decision by the General Assembly within thirty days; the merger agreement, merger report and for the last three years year-end financial statements with the annual reports, balance sheets in accordance with Dec; partners, owners of redeemed shares issued by the company in the interests of holders of securities persons are obliged to submit to the review and other interested parties. These documents are published in Internet site the internet site of the company's capital which is forced to open."
2. Transferred to the transferee company of the merger Agreement and notarized copies of the ratification by the General Assembly in relation to decisions (1 Original 2 copies),
3. The merger agreement signed by the parties (2 copies),
4. Ministry or other official institutions in the case of being subject to the permission or approval, permission or approval and the company transferred to the transferee of this letter
5. The merger of the transferee company by reason of required documents for registration of the capital increase to be made
6. In terms of the transferee Company; if the merger is done in the form of a new organization, the new organizational documents of the company,
7. Transferee/Transferred the capital of the company remained unrequited, the company transferred the equity and the determination of the company's land, ship, and similar intellectual property are registered in the register with their record in case the determination of fair value of the assets is made with the report, the CPA or CPA certificate of activity; a report of the findings of the auditor subject to inspection in the company; it's been proven that creditors are subjected to danger in case of failure to submit reports in question were guaranteed that the receivables of the Governing Body of the declaration must be provided.
In the report;
"The merger-capital of their gratuitous party companies, not protect the rights of creditors of the company with or the merger,
If the company is in liquidation and transferred the assets has begun distribution among the shareholders, the merger of the company and protect the rights of the creditors of the company's capital rev alan gratuitous,not
Transferred to the legal reserves and the capital of the company with half the debt if this is the case with the lost or damage of the sum of batiklik, rev alan batiklik the company's capital or debt to meet the amount of lost status has been found to have the presence of Oz where you can save freely that should take place."
8. The company transferred land, ship, and similar intellectual property rights which are recorded in assets and a track record with their record and where the record in question is registered with them a list of the goods and rights of relevant information and a statement that contains the values for the entries in the register;
If the goods in question and the absence of a declaration of rights considerations no special registration required.
9. Due to the merger, creditors call announcement text
The companies that are Parties to the merger the creditors ' receivables to be secured on the recognition of the right to request that an advertisement will be prepared in accordance with example text messages, 3 times 7 days apart to ensure registration documents are published in the registry Gazette must be provided to the Department. To creditors to be made along with the announcement of the first ads for the registration of the merger decision, the same must be published in the registry Gazette.
10. By the Governing Bodies of all the companies that are Parties to the merger, the merger report prepared, separately or together, must be given to the registered departments of the company.
In the merger process, the following considerations must be kept in mind.
Capital increases due to the merger of the capital not yet paid in previous payment dates that must be it is not required.
The same provisions regarding capital in the merger process do not apply.
Small and medium sized companies, and in mergers, from the arrangement of the report in case of cancellation, having been approved by all the partners of these matters, the document must be given to the Directorate.
Small and medium sized companies, in case of cancellation the right to review of these matters shows that all the partners must be given to the document that is approved by the Directorate of.
“Small and medium” sized companies report in writing all shareholders in the merger as long as she is separate from the use of the right of review and editing of the report continues to be recognized the right of editing and review.
Prior to the approval of the merger agreement may be on terms that will apply to the General Assembly. The only exception to this Law Article 155 and 156. the item is facilitated in a manner specified in the merger process.
Between the date of signing of the merger Agreement and the balance sheet on the day or if more than 6 months have passed after removal of the last balance sheet, if significant changes have occurred in the assets of the companies participating in the merger, companies participating in the merger 144 of the act. line with the provisions of Article Dec Dec from the balance sheet the balance sheet is mandatory according to the removal of CPA or CPA presented a report regarding the assessment.
Taking the merger decision in the Quorum;
In the General Assembly, unless stipulated otherwise in the Agreement, the company heavier a quorum of the merger agreement;
1) capital shares in joint stock companies traded on securities exchanges,on the condition that at least a quarter of the votes present at the meeting, be represented, with the majority of
2) anonymous and limited partnerships with share capital, mainly represent the majority of issued capital or, provided that three-quarters of the votes present at the General Assembly,with
3) to be inherited by a cooperative equity firms, represent the majority of capital provided that three-quarters of the votes present at the General Assembly,with
4) a share in a limited liability company representing at least three quarters of the capital unless they were found to have, by the votes of three-quarters of all the partners,
5) in co-operatives, by a majority of two thirds of the votes given; and additional payments the obligations in the articles of association or other consideration accepted or registered with unlimited liability if they are available expanded the cooperative by the decision of three-quarters of all partners,
it must be approved.
Are the issues that need to be included in the merger agreement;
1)trade names of the companies participating in the merger, the registered office and the trade registry of Commerce registration number, tax number, company types, a central address in the case of a merger by way of new establishment, the new company type, the central trade title and address
2) If the rate of change in the shares of the Company The amount of equalization is prescribed; of the partners of the transferred company, the shares and the rights in the transferee company comments on
3) the transferee company, with the owners of redeemed shares to the owners of privileged shares without votes, and rights,which recognizes
4) The changing shape of the shares of the company
5) acquired in the merger or the transferee of the share of the profit of the new company at the balance sheet date and becomes entitled to all the features of the request
6) Of The Act In Accordance 141. the separation in accordance with Article reserves
7) the account of the transferee company transferred the operation and action of the company will be deemed to have been made to date
8) exclusive benefits for governing bodies and executive partners
9) If necessary, The names of the partners unlimited liability,
10) the date of the merger agreement.
Are the issues that need to be included in the merger report;
1) The purpose of the merger,and the results
2) the merger agreement,
3)the exchange ratio and equalization reserves of the company's shares if it is projected; partnership rights recognized by the partners of the transferring company, the transferee company,
4) If necessary, separation and association the rights of shareholders of the company and the amount of reserves instead of reserves for the provision of separation causes
5) regarding the valuation of shares in terms of determining the rate of change of features
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