Anasayfa / Makalelerimiz / Merger & Division Of The Company
What is a company division and merger? If a company is purchased by another company or two or more companies are merged under the same roof, it is called a merger. These mergers can happen for different reasons. Companies can create a new company by merging with other companies or joining other companies for reasons such as joining forces; reducing competition between them; increasing efficiency; improving the technologies they have; increasing profitability; owning popular brands, and so on.
In commercial life, company mergers are called company marriages. As a result of company mergers, the legal personality of at least one of the companies is terminated, and all active and passive assets are transferred to the company that has taken over the other company.(transferee company).
According to the provisions of the Turkish Commercial Code, companies can decide by taking over one company from another, through a “merger in the form of a takeover” in the technical term, or by merging with a new company. By merger, the transferee company inherits the assets of the transferred company as a whole. The predecessor company by the merger is terminated and deleted from the commercial register.
In the process of mergers, our Ankara law office and our Ankara company merger lawyers provide legal support to clients in terms of legal consultancy services or legal representation that are necessary for companies.
In accordance with the provisions of the Turkish Commercial Code, capital companies may merge with collective and command companies, provided that they are capital companies, Cooperatives and companies that have taken over another company. On the other hand, private companies may merge with private companies, capital companies, provided that they are a transferred company, and cooperatives, provided that they are a transferred company.
A company in liquidation may merge with another company if the distribution of its assets has not been started and provided that it is a transferred company. The fact that the assets of the transferred company have not been distributed is proved by the documents submitted to the directorate of the commercial register of the place where the headquarters of the transferring company is located.
Our Ankara lawyers and Ankara law office, which provide legal services for mergers and acquisitions of the company, provide legal support to our clients in this process.
A company that has lost half of the total amount of its legal reserves with its capital or is in a state of debt with losses may merge with another company that has equity in the amount that can cover its lost capital or debt sinking status. It is essential that documents proving that there are assets in the amount that can cover the lost capital or the state of debt sinking are submitted to the commercial registry directorate of the place where the headquarters of the company that has taken over is located. Our law office operating in Ankara/Turkey provides legal services to its clients during the merger process of companies.
The shareholders of the transferred company have the right to claim on the shares and rights of the company that has taken over, at a value that will cover the existing partnership shares and rights. This right of claim is calculated taking into account the value of the assets of the companies participating in the merger, the distribution of voting rights and other important considerations.
When determining the rates of change of partnership shares, an equalization payment may be envisaged, provided that the partnership shares allocated to the partners of the transferred company do not exceed one tenth of their actual value.
In a merger by takeover, the acquiring company must increase its capital to the level necessary to protect the rights of the shareholders of the transferred company. If more than six months have elapsed between the date of signing the merger agreement and the balance sheet day, or if significant changes have occurred in the assets of the companies participating in the merger after the balance sheet, the companies participating in the merger must issue an interim balance sheet.
The merger agreement is made in writing. The contract is signed by the management bodies of the companies participating in the merger and approved by their general assembly.
The merger agreement;
Our law office operating in Ankara/Turkey provides legal services to its clients in case of company mergers.
The governing bodies of the companies participating in the merger, individually or together, prepare a report on the merger. In a merger through a new organization, it is essential that the contract of the new company is also added to the merger report. If all partners approve, small and medium-sized companies may refuse to issue a merger report.
If significant changes have occurred in the assets of one of the companies participating in the merger between the date of signing the merger agreement and the date of approval of this agreement at the general assembly the governing body shall notify this situation in writing to its general assembly and the governing bodies of the other companies participating in the merger.
The governing bodies of all companies participating in the merger are examining whether there is a need to change the merger agreement or abandon the merger in this case; if they come to such a conclusion, the proposal to submit it for approval is withdrawn. In the other case, the governing body explains at the general assembly the justification that there is no need to adapt the merger agreement.
The governing body submits the merger agreement to the general assembly. The merger agreement was signed at the general assembly;
As an Ankara/Turkey mergers and acquisitions lawyer, our law office provides legal support to our clients.
As soon as a merger decision is made by the companies participating in the merger, the governing bodies apply to the trade registry for registration of the merger.
If the company that has taken over has increased its capital as a result of the merger, in additonal, changes to the articles of association are also submitted to the commercial register. The transferred company legally ceases to exist with the registration of the merger in the commercial register.
The merger becomes valid upon registration of the merger in the commercial register. At the moment of registration, all the assets and liabilities of the transferred company are transferred to the company that takes over by itself. The shareholders of the transferred company become the partners of the company that takes over.
If creditors of the companies participating in the merger request within three months from the date of legal validity of the merger, the company taking over guarantees that they will receive it.
The companies participating in the merger; They inform their creditors of their rights with an announcement to be made three times in at intervals of seven days in the Turkish Commercial Registry Newspaper, as well as an announcement to be placed on their website.
If it becomes clear that other creditors will not be harmed, the obligated company may repay the debt instead of providing quarantee.
The responsibilities of the partners who were responsible for the debts of the transferred company before the merger continue after the merger. Provided that these debts must have been born before the announcement of the merger decision, or the reasons that gave rise to the debts must have been formed before this date.
Requests for personal liability of shareholders arising from the debts of the transferred company expire after three years have elapsed from the date of the announcement of the merger decision.
This limitation does not apply to the responsibilities of the partners who are personally responsible for the debts of the company that has taken over.
A company merger is a long and costly process related to the legal process. The financial structures, assets and legal structures of both companies require lengthy examinations by the authorized bodies of the transferred and inherited companies before a decision is made to merge and take over the company.
The preparation of the merger agreement and the merger report, the determination of the shares and rights of the partnership after the merger of the acquiring company, it will be useful in terms of obtaining legal advice and assistance from an experienced lawyer specializing in post-merger transactions, preventing irreparable losses. Our law office operating in Ankara/Turkey provides legal support to its clients during the merger stage of the company.
