Global economy and competition force companies to grow. Growing
companies can operate in different business lines. Certain sizes
Once there, companies reach the point of recession. Growing
As companies pose dangers such as creating monopolies and cartels, expertise
away from their fields and start to become inefficient. More efficient and
Company divisions to work profitably, focus more on the line of business
is carried out. Numerous examples of company divisions around the world
has. Sometimes governments also force companies to divide. Dividing
The company is getting rid of bulkiness, increasing its profitability and increasing the market value of the company.
rising. After companies split in some academic research
It was determined that it performed 6% better than its competitors.
There are many companies in our country that are divided into Telecom and food textile.
Companies by division; more focused, competitive, dynamic and fast decisions
At the same time, they can work at a lower cost. On the market
division; perceived as pruning the growing tree. After pruning
smaller but stronger financially, faster moving and growing
companies are emerging. Most importantly, more focused companies are formed.
Company divisions can be realized in two ways as full and partial divisions. Full
In the division, the company divides all its assets together with its assets and liabilities.
separating and transferring it to other companies, dissolving the divided company and its legal personality
it ends up. In partial spin-off, on the other hand, the dividing company’s assets are
is transferred to other company by partial succession, and the divided company is
continues to exist. The dividing company is a pre-existing
It can be divided into a company or a newly established company. In division
It should be analyzed in advance, taking into account tax issues.
LEGISLATION
III – Division
1. General provisions
a) Principle
ARTICLE 159 – (1) A company can be divided fully or partially.
a) In full division, all assets of the company are divided into sections and
transferred. The shareholders of the divided company, the shares and rights of the acquiring companies
they acquire. The company that was fully divided and taken over ends and its title is commercial.
deleted from the registry.
b) In partial spin-off, one or more of the assets of a company
its division is transferred to other companies. Partners of the divided company, transferee
they acquire the shares and rights of the companies or the company divided up, the transferred
its shares and rights in the companies that have acquired in return for the assets segments
creates the subsidiary company by obtaining.
b) Valid splits
ARTICLE 160 – (1) Capital companies and cooperatives do not belong to capital companies and
They can be divided into cooperatives.
c) Protection of company shares and rights
ARTICLE 161 – (1) Company shares and rights in full and partial spin-offs
protected in accordance with the article.
(2) To the partners of the transferring company;
a) Company shares in proportion to their current shares in all companies participating in the division
or
b) In some or all companies participating in the division, according to the ratio of their current shares
company shares in different ratios,
can be allocated. The division in (a) clause “rates are preserved”, in clause (b)
the division is “the division in which rates are not preserved”.
2. Provisions regarding the application of division
a) Capital reduction
ARTICLE 162 – (1) The capital of the transferred company due to division
In case of reduction, in cooperatives with articles 473, 474 and 592
Based on Article 98 of the Cooperatives Law, 473 and 473 of this Law
Articles 474 are not applicable.
b) Capital increase
ARTICLE 163 – (1) The transferee company shareholders
increases the amount to protect their rights.
(2) In the division, the provisions regarding the addition of capital in kind are not applied.
Due to the division, even if it is not available in the registered capital system, the ceiling
Capital can be increased without changing it.
c) New establishment
ARTICLE 164 – (1) The establishment of a new company within the framework of the division
The provisions of the Law and the Cooperatives Law regarding the establishment are applied.
In the establishment of capital companies, the minimum number of founders and capital in kind
Provisions regarding its establishment are not applicable.
d) Interim balance sheet
ARTICLE 165 – (1) Signature of the division contract with the balance sheet date or
between the date of issuance of the division plan, more than six months
participating in the division, since it was found or the last balance sheet
significant changes have occurred in the assets of companies
an interim balance sheet is drawn up.
(2) Without prejudice to the provisions stipulated in subparagraphs (a) and (b) of this paragraph,
Provisions and standards regarding the annual balance sheet are applied to the interim balance sheet. Search
for the balance sheet;
a) Physical inventory is not required.
b) Valuations accepted in the last balance sheet, only in the commercial books
are changed in proportion to the movements; depreciations, value adjustments and
significant value for the business that is not understood from the provisions and commercial books
changes are also taken into account.
3.Right to examine division documents
a) Division agreement and division plan
aa) Generally
ARTICLE 166 – (1) A company owns parts of its assets by division.
The governing bodies of the companies participating in the division.
A division agreement is concluded by
(2) A company will be newly established parts of its assets through division.
If it is to be transferred to companies, the governing body draws up a division plan.
(3) Both the division contract and the division plan in written form.
to be carried out by the General Assembly in accordance with the provisions of Article 173.
must be approved.
bb) Content of the division contract and division plan
ARTICLE 167 – (1) Division agreement and division plan specifically;
a) The trade names, headquarters and types of companies participating in the division,
b) Dividing the subjects of active and passive assets into segments for the purpose of transfer, and
allocation; inventory of these departments, with clear definition; properties,
A list showing the negotiable documents and intangible assets one by one,
c) The exchange rate of the shares and the equalization amount to be paid when necessary, and
regarding the partnership rights of the partners of the transferring company in the transferring company.
descriptions,
d) The transferee company; redeemed shares, non-voting shares and special rights holders
the rights it has allocated,
e) The modes of change of company shares,
f) From what date the company shares will be entitled to the balance sheet profit and
The features of this right to claim,
g) From what date the transactions of the transferring company are
that it has been deemed to have been made to his account,
h) Members of management bodies, managers, persons with management rights and
special interests accorded to auditors,
i) The list of business relations transferred to the companies that took over as a result of the division,
includes.
b) Assets outside the division
ARTICLE 168 – (1) Allocation in the division contract or division plan
on the assets that are not made;
a) In a full spin-off, all companies that have taken over are subject to the division agreement or plan.
according to the ratio of net active assets passed to them, all transfers
Shared ownership right falls on companies.
b) In partial spin-off, the said assets remain with the transferring company.
(2) The provisions of the first paragraph are by comparison the receivables and intangible assets.
It also applies to the rights.
(3) Companies participating in the division agreement or division plan
jointly with debts that are not allocated to any company according to
they are responsible.
c) Division report
aa) Content
ARTICLE 169 – (1) Management bodies of companies participating in division, division
prepare a separate report on it; joint report is also valid.
(2) Report;
a) The purpose and consequences of the division,
b) Division agreement or division plan,
c) The exchange rates of the shares and the equalization amount to be paid when necessary,
in particular, regarding the rights of the shareholders of the transferring company in the transferring company
descriptions,
d) The characteristics of the valuation of shares in determining the rate of change,
e) If necessary, additional payment arising for the partners due to the division
obligations, other personal performance obligations and unlimited liability,
f) In case the types of companies participating in the division are different, the partners
the liabilities in question due to the type,
g) The effects and content of the division on workers; if your social plan
its contents,
h) The effects of the demerger on the creditors of the companies participating in the division,
explain the legal and economic aspects and show their reasons.
(3) In case of existence of the new corporation, the contract of the new company will be included in the division plan.
is added.
(4) Small and medium size companies division, if all partners approve
They can give up the preparation of the report.
bb) Division agreement or division plan and division report
checking
ARTICLE 170 – (Repealed: 26/6 / 2012-6335 / 43 art.)
d) Right to review
ARTICLE 171 – (1) Each of the companies participating in the division is
two months before the decision, public joint stock companies in their headquarters
Where deemed appropriate by the Capital Markets Board;
a) division contract or division plan,
b) Division report,
c) (Abrogated: 26/6 / 2012-6335 / 43 art.)
d) Financial statements and activity reports of the last three years and interim balance sheets, if any,
submits to the review of the partners of the companies participating in the division.
(2) If all partners approve, small and medium-sized companies will be the first
they may waive the right to inspect foreseen in the paragraph. (one)
(3) The partners are the companies participating in the division, the documents listed in the first paragraph.
They can ask for copies to be given to them. The price for the copies or
no expense compensation can be requested.
(4) Each of the companies participating in the division, in Turkey Trade Registry Gazette,
capital companies also point out their right to review their website.
They publish an advertisement.
e) Information about changes in assets
ARTICLE 172 – (1) Occurring in the assets of companies participating in the division.
Article 150 is applied by comparison to the incoming changes.
4. Division decision
ARTICLE 173 – (1) After the guarantee provided for in Article 175,
the governing bodies of the companies participating in the division, the division agreement or
submits the division plan to the general assembly.
(2) The ratification decision is the first, third, fourth and sixth article of the article 151.
It is taken in accordance with the quorum stipulated in the paragraphs.
(3) Approval decision in the division where the ratio is not maintained, the voting right in the transferring company
at least ninety percent of the shareholders.
5. Provisions on protection
a) Protection of creditors
aa) Call
Article 174- (1) the creditors of the companies participating in the division, Turkey Trade
In the Registry Gazette, (…) with an announcement to be made three times at intervals of seven days and
Capital companies will also be posted on the internet site,
they are invited to report and to make a request for a guarantee.
bb) Guaranteeing the receivables
ARTICLE 175 – (1) Companies participating in the division, foreseen in Article 174
Within three months from the date of publication of the announcements, the creditors who request
They have to secure their receivables.
(2) Proof that the claims of the creditors are not endangered by the division, (…)
In this case, my burden to secure it disappears.
(3) If it is understood that other creditors will not suffer a loss, the company,
He can pay the debt instead of providing collateral.
b) Responsibility
aa) Subordinate liability of companies participating in the division
ARTICLE 176 – (1) Debt to himself by division agreement or division plan
the company allocated, the company thus found to be primarily responsible,
If the creditors do not pay their debts, other companies participating in the division,
highly responsible companies become severally responsible.
(2) In order to be able to follow up the companies with secondary responsibility,
The company that is not secured and is primarily responsible;
a) Bankruptcy,
b) The concordat period has taken,
c) Conditions of obtaining a certificate of insolvency in an enforcement proceeding against it
born,
d) The Center moved abroad, and now the situation can not be traced in Turkey
came or
e) The location of the headquarters abroad has been changed and for this reason, its legal follow-up
significantly strengthened,
must be.
bb) Personal responsibility of the partners
ARTICLE 177 – (1) Article 158 regarding the personal responsibilities of the partners
provision is applied.
6. Transfer of business relations
ARTICLE 178 – (1) Service performed with workers in full or partial division
contracts, unless the worker objects to this contract until the day of transfer
passes to the transferee with all the rights and debts arising.
(2) If the worker objects, the service contract at the end of the legal dismissal period
it ends up; the transferee and the employee fulfill the contract until that date
is obliged.
(3) The former employer and the transferee were due before the employee’s division
that the service contract with the receivables will normally expire or the worker
will be due in the period until it ends due to its objection.
is jointly responsible for its receivables.
(4) Unless otherwise agreed or the situation is clearly understood, the employer
can not transfer the rights arising from the service contract to a third party.
(5) Workers will be due as they are due and as foreseen in the first paragraph.
They may want their receivables to be secured.
(6) Responsible for company debts before the division of the transferring company
partners, arising from the service contract and due until the day of transfer
with debts, if the service contract had expired normally
the moment of the future or the termination of the service contract due to the worker’s objection
They continue to be jointly responsible for the debts that will arise until the end of the year.
7. Registration in the trade registry and validity
ARTICLE 179 – (1) When the division is approved, the governing body requires the registration of the division.
wants.
(2) Decreasing the capital of the transferred company due to partial spin-off
If necessary, the amendment to the articles of association is registered.
(3) In case of complete division, the transferring company is dissolved with its registration in the trade registry.
does.
(4) Division becomes valid upon registration in the trade registry. At the time of registration and registration
All assets and liabilities in the inventory pass to the acquiring companies.
V – Common provisions
1. Examination of partnership shares and partnership rights
ARTICLE 191 – (1) Partnership in merger, division and conversion
their shares and partnership rights not protected or leaving
In the event that the provision has not been determined appropriately, each partner, merger, division
A decision to change the types of ads or in Turkey Trade Registry Gazette
within two months from the date of one of the companies participating in the
from the commercial court of first instance where the headquarters is located, an appropriate
may want to determine the equalization fund. Equalization fund
Second paragraph of Article 140 is not applied in determination.
(2) If they are in the same legal situation as the plaintiff, the court decision,
all partners of companies participating in the merger, division or conversion
also makes a judgment about.
(3) The expenses of the case belong to the company that takes over. Special circumstances justification
In this case, the court expenses may be partially or fully charged to the plaintiff.
(4) Lawsuit for reviewing the protection of partnership shares or partnership rights
does not affect the validity of the merger, division or conversion decision.
2.Cancellation of merger, division and conversion and
results
ARTICLE 192 – (1) In case of violation of Articles 134 to 190, merger, division
and did not vote positively for the conversion decision and recorded it in a report.
companies participating in the merger, spin-off or conversion
partners; Two months after this decision Turkey announced in the Trade Registry Gazette
They can file an action for annulment within. In cases where the announcement is not required, the period
starts.
(2) This lawsuit may also be filed if the decision is taken by a management body.
(3) In transactions related to merger, division and conversion
In case of deficiency, the court gives time to the parties to correct this.
If the legal disability cannot be remedied within the given period or cannot be remedied
the court cancels the decision and takes the necessary measures.
3. Liability
ARTICLE 193 – (1) Any merger, division or change of type
all persons involved in some way to companies, shareholders and creditors.
They are responsible for their defects and the damages they give. Founders
responsibilities reserved.
(2) (Repealed: 26/6 / 2012-6335 / 43 art.)
(3) The provisions of Articles 202 to 208, 555, 557, 560 are reserved. A capital
company or cooperative, in case of bankruptcy of articles 556 and 570.
Article 98 of the Cooperatives Law is applied by comparison.
VI – Merger and type change related to commercial enterprise
ARTICLE 194 – (1) A commercial enterprise is established by and by a commercial company.
can be merged by taking over. In this case, the type of trading company that takes over
138 to 140, 142 to 158, and Articles 191 to 193 regarding common provisions.
the provisions are applied by comparison.
(2) In the event that a commercial enterprise turns into a commercial company, the number 182 to 193
substances can be applied by comparison.
(3) In order for a trading company to be transformed into a commercial enterprise, the
All of the shares of the trading company, the person or persons who will operate the business
and the commercial business must be registered with the trade registry on behalf of this person or persons.
must be registered and announced. In this case, the trading company converted to a commercial enterprise,
If it is a unlimited or limited partnership, the debts of the aforementioned trading company,
the person and persons to operate the commercial enterprise and former partners of the trade company 264
During the statute of limitations in the third article, responsible severally according to their title
they become. Articles 264 to 266 of this Law are also applied to the conversion.
(4) The provision of the third paragraph of Article 182 is reserved.