The merger takes place when the shareholders of the transferring company automatically acquire the shares of the acquiring company, according to an exchange ratio, in return for the assets of the transferring company. The merger agreement may also provide for a withdrawal payment within the meaning of the second paragraph of Article 141. Through the merger, the acquiring company takes over the assets of the transferring company as a whole. The transferring company ceases to exist through the merger and is deleted from the trade registry.
- Simplified merger applies only to capital companies. (TCC 155)
- Simplified merger does not apply to mergers by way of the formation of a new company. (TCC 155)
ARTICLE 155- Simplified merger
(1)
- Where the acquiring capital company holds all of the voting shares of the transferring capital company, or
- Where a company, a natural person, or groups of persons bound by law or contract hold all of the voting shares of the capital companies participating in the merger, those capital companies may merge under the simplified procedure.
(2)
Where the acquiring capital company holds not all of the shares of the transferring capital company but at least ninety percent of its voting shares, for the minority shareholders:
- It must have been proposed that, in the acquiring company, shares equivalent to these shares be granted or, in addition to company shares, in accordance with Article 141, a cash payment fully equal to the real value of the company shares be provided, and
- Where the merger does not give rise to any obligation to make additional payments, any personal obligation to perform, or any personal liability, the merger may be carried out under the simplified procedure.
B) FACILITATIONS
Article 156-
(1) Capital companies that participate in the merger and meet the conditions set out in the first paragraph of Article 155 shall include in the merger agreement the provisions specified in subparagraphs (a) and (f) to (i) of the first paragraph of Article 146. These capital companies are not obliged to prepare the merger report provided for in Article 147 or to ensure the right of inspection regulated in Article 149, and they may also refrain from submitting the merger agreement to the general assembly for approval pursuant to Article 151.
(2) Capital companies that participate in the merger and meet the conditions set out in the second paragraph of Article 155 shall include in the merger agreement only the provisions specified in subparagraphs (a), (b) and (f) to (i) of the second paragraph of Article 147. These companies are also not obliged to prepare the merger report provided for in Article 147 or to submit the merger agreement to the general assembly pursuant to Article 151. The right of inspection provided for in Article 149 must have been ensured thirty days before the application to the trade registry for registration of the merger.
Trade Registry Regulation, Article 126:
PROCEDURES REQUIRED FOR A MERGER UNDER THE SIMPLIFIED PROCEDURE PURSUANT TO TCC 155-1 AND 156-1
TCC 155-1 and 156-1) The transferred company applies to the directorate for registration of the merger with the following documents:
- Notarized copies of the resolutions of the general assemblies of the acquiring (limited company / joint stock company) and transferred (limited company / joint stock company) companies approving the merger agreement
(1 notarized original – 1 photocopy) or, if the merger agreement is not submitted to the general assembly for approval, the management body resolutions of the acquiring and transferred companies concerning acceptance of the merger (1 notarized original – 1 photocopy) (TCC-151)
- Sample List of Attendees for limited companies (1 original). In companies with a single shareholder, (Amended phrase: Official Gazette 9/10/2020-31269) it is not mandatory to prepare a list of those who may attend the general assembly meeting. (Regulation Article 14)
- If attendance is by proxy, a notarized power of attorney. In order for company partners to be represented at the meeting through their proxies, the power of attorney must be drawn up in notarized form (Repealed phrase: Official Gazette 9/10/2020-31269) (…). (Regulation Article 18/7) (original))
- Agenda Resolution for general assemblies held upon invitation (Sample Agenda Resolution for limited companies (1 photocopy))
- Merger agreement signed by the parties
(1 original – 1 photocopy) (TCC – 146)
- The latest balance sheet approved by the auditor in companies subject to audit, or by the Board of Directors/Board of Managers in other companies, and, where necessary, an interim balance sheet, together with the stamp duty receipt for the balance sheet
(1 original)
- Where permission or a favorable opinion from a Ministry or other official bodies is required, the letter of permission or favorable opinion
- Notice calling on creditors (1 original – 1 photocopy)
The companies party to the merger must submit to the directorate, together with the registration documents, the notice texts prepared in accordance with the template concerning granting creditors the right to request that their receivables be secured, so that they are published three times at seven-day intervals in the trade registry gazette. The first notices to creditors must be published in the same trade registry gazette together with the notices concerning registration of the merger resolution. (TCC – 157)
- Petition
TCC 155-1 and 156-1) The acquiring company applies to the directorate for registration of the merger with the following documents:
- Notarized copies of the resolutions of the general assemblies of the acquiring (limited company / joint stock company) and transferred (limited company / joint stock company) companies approving the merger agreement or, if the merger agreement is not submitted to the general assembly for approval, the management body resolutions of the acquiring and transferred companies concerning acceptance of the merger
(1 notarized original – 1 photocopy) (TCC-151)
- Sample List of Attendees for limited companies (1 original). In companies with a single shareholder, (Amended phrase: Official Gazette 9/10/2020-31269) it is not mandatory to prepare a list of those who may attend the general assembly meeting. (Regulation Article 14)
- If attendance is by proxy, a notarized power of attorney. In order for company partners to be represented at the meeting through their proxies, the power of attorney must be drawn up in notarized form (Repealed phrase: Official Gazette 9/10/2020-31269) (…). (Regulation Article 18/7) (original))
- Agenda Resolution for general assemblies held upon invitation (Sample Agenda Resolution for limited companies (1 photocopy))
- Merger agreement signed by the parties
(1 original – 1 photocopy) (TCC – 146)
- Documents required for registration of the capital increase to be made due to the merger
(Amendment Text)
- The report of a certified public accountant (YMM) or independent certified public accountant (SMMM) together with an activity certificate determining whether the company's capital has been lost and the company's net equity, or, in companies subject to audit, the auditor's report on these determinations
(1 original)
- A declaration containing the list of the transferred company's assets and rights registered in land, ship and intellectual property registries and similar registries, the registries in which they are registered, and information and values relating to the entries of these assets and rights in the relevant registries
(1 original);
- The latest balance sheet approved by the auditor in companies subject to audit, or by the Board of Directors/Board of Managers in other companies, and, where necessary, an interim balance sheet, together with the stamp duty receipt for the balance sheet
(1 original)
- Where permission or a favorable opinion from a Ministry or other official bodies is required, the letter of permission or favorable opinion
- Notice calling on creditors (1 original – 1 photocopy)
The companies party to the merger must submit to the directorate, together with the registration documents, the notice texts prepared in accordance with the template concerning granting creditors the right to request that their receivables be secured, so that they are published three times at seven-day intervals in the trade registry gazette. The first notices to creditors must be published in the same trade registry gazette together with the notices concerning registration of the merger resolution. (TCC – 157)
- Petition
PROCEDURES REQUIRED FOR A MERGER UNDER THE SIMPLIFIED PROCEDURE PURSUANT TO TCC 155-2 AND 156-2
TCC 155-2 and 156-2) The transferred company applies to the directorate for registration of the merger with the following documents:
- Notarized general assembly resolutions of the acquiring (limited company / joint stock company) and transferred (limited company / joint stock company) companies accepting the merger agreement
(1 notarized original – 1 photocopy); or, if the merger agreement is not submitted to the general assembly for approval, the management body resolutions of the acquiring and transferred companies concerning acceptance of the merger (1 notarized original – 1 photocopy) (TCC-151)
- Sample List of Attendees for limited companies (1 original). In companies with a single shareholder, (Amended phrase: Official Gazette 9/10/2020-31269) it is not mandatory to prepare a list of those who may attend the general assembly meeting. (Regulation Article 14)
- If attendance is by proxy, a notarized power of attorney. In order for company partners to be represented at the meeting through their proxies, the power of attorney must be drawn up in notarized form (Repealed phrase: Official Gazette 9/10/2020-31269) (…). (Regulation Article 18/7)
- Agenda Resolution for general assemblies held upon invitation (Sample Agenda Resolution for limited companies (1 photocopy))
- Merger agreement signed by the parties
(1 original – 1 photocopy) (TCC – 146)
- The latest balance sheet approved by the auditor in companies subject to audit, or by the Board of Directors/Board of Managers in other companies, and, where necessary, an interim balance sheet, together with the stamp duty receipt for the balance sheet
(1 original)
- Where permission or a favorable opinion from a Ministry or other official bodies is required, the letter of permission or favorable opinion
- Notice calling on partners (1 original – 1 photocopy)
The Trade Registry Gazette in which the notice concerning the right of inspection, given to the company's partners 30 days before the general assembly, was published (TCC – 149). However, with an SME Report prepared by a YMM or SMMM and the approval of all partners, small and medium-sized companies may waive the exercise of the right of inspection.
- Notice calling on creditors (1 original – 1 photocopy)
The companies party to the merger must submit to the directorate, together with the registration documents, the notice texts prepared in accordance with the template concerning granting creditors the right to request that their receivables be secured, so that they are published three times at seven-day intervals in the trade registry gazette. The first notices to creditors must be published in the same trade registry gazette together with the notices concerning registration of the merger resolution. (TCC – 157)
- Petition
TTK 155-2 and 156-2) The acquiring company applies to the directorate for registration of the merger with the following documents:
- Notarized general assembly resolutions of the acquiring and the transferring companies approving the merger agreement
(1 notarized original – 1 photocopy); or, if the merger agreement is not submitted to the general assembly for approval, the management body resolutions of the acquiring and transferred companies concerning acceptance of the merger (1 notarized original – 1 photocopy) (TCC-151)
- Sample List of Attendees for limited companies (1 original). In companies with a single shareholder, (Amended phrase: Official Gazette 9/10/2020-31269) it is not mandatory to prepare a list of those who may attend the general assembly meeting. (Regulation Article 14)
- If attendance is by proxy, a notarized power of attorney. In order for company partners to be represented at the meeting through their proxies, the power of attorney must be drawn up in notarized form (Repealed phrase: Official Gazette 9/10/2020-31269) (…). (Regulation Article 18/7) (original))
- Agenda Resolution for general assemblies held upon invitation (Sample Agenda Resolution for limited companies (1 photocopy))
- Notarized merger agreement signed by the parties
(1 original – 1 photocopy) (TTK–146)
- Documents required for registration of the capital increase to be made due to the merger
(Amendment Text)
- The report of a certified public accountant (YMM) or independent certified public accountant (SMMM) together with an activity certificate determining whether the company's capital has been lost and the company's net equity, or, in companies subject to audit, the auditor's report on these determinations
(1 original).
- A declaration containing the list of the transferred company's assets and rights registered in land, ship and intellectual property registries and similar registries, the registries in which they are registered, and information and values relating to the entries of these assets and rights in the relevant registries
(1 original);
- The latest balance sheet approved by the auditor in companies subject to audit, or by the Board of Directors/Board of Managers in other companies, and, where necessary, an interim balance sheet, together with the stamp duty receipt for the balance sheet
(1 original)
- Where permission or a favorable opinion from a Ministry or other official bodies is required, the letter of permission or favorable opinion
- Notice of invitation to the partners (1 original – 1 photocopy)
The Trade Registry Gazette in which the notice concerning the right of inspection, given to the company's partners 30 days before the general assembly, was published (1 original) (TTK – 149). However, if a SME Report prepared by a certified public accountant (YMM) or an independent certified public accountant (SMMM) is approved by all partners, small and medium-sized companies may waive the exercise of the right of inspection.
- Notice of invitation to creditors (1 original - 1 photocopy)
The companies party to the merger must submit to the directorate, together with the registration documents, the notice texts prepared in accordance with the template concerning granting creditors the right to request that their receivables be secured, so that they are published three times at seven-day intervals in the trade registry gazette. The first notices to creditors must be published in the same trade registry gazette together with the notices concerning registration of the merger resolution. (TCC – 157)
- Petition
NOTES
-
a) Companies are not obliged to prepare a merger report (TTK-147).
-
b) In the case of a capital increase made due to the merger, since the procedure for amending the articles of association regarding the capital increase of joint stock and limited companies will apply, the documents relating to the capital increase must also be submitted. The existence of unpaid capital is not an obstacle to the merger.
-
c) The provisions on contributions in kind do not apply to merger transactions.
-
ç) The merger agreement may be left unsubmitted to the general assembly for approval.
-
d) If more than 6 months have passed between the date on which the merger agreement was signed and the balance sheet date, or if significant changes have occurred in the assets of the merging companies after the last balance sheet was drawn up, the merging companies must prepare an interim balance sheet in accordance with Article 144 of the Law, and a YMM or SMMM report on the valuation made according to the interim balance sheet shall be submitted.
-
e) The acquiring company cannot register the merger resolution before the transferring company has registered it. The directorate with which the transferring company is registered shall immediately notify the directorate with which the acquiring company is registered of the registration of the merger. (TSY-127)
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f) In a merger, in order for the assets and rights included in the property of the transferring company and recorded in land registries, ship registries, intellectual property registries and similar registries to be registered in the name of the acquiring company without delay, the new right holder shall be notified immediately to the relevant registries by the Trade Registry Directorate, simultaneously with the registration of the merger resolution of the transferring company.
-
g) Simultaneously with the signing of the merger agreement by the management bodies of the companies party to the merger, the management body of each company applies for registration to the directorate with which it is registered.
-
ğ) If half of the total of the capital and statutory reserves of a company party to the merger has been lost through losses or the company is over-indebted, a report by a certified public accountant (YMM) or an independent certified public accountant (SMMM) shall be submitted to the directorate, confirming, with the accounting method shown, that the other company party to the merger has freely disposable equity in an amount sufficient to cover the lost capital or the over-indebtedness and the relevant amounts, or confirming that the stated situations do not exist. If the transferring companies are subject to audit, this report may also be submitted to the directorate by the company auditor. (TSY Article 126/4)
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h) If the company to be dissolved by being taken over through the merger has a branch or branches registered with our directorate, where its head office is located, or with other Trade Registry Directorates, a signed Branch Information Declaration must be submitted with the documents; if there are no branches, a signed declaration stating that there are none must be submitted.
NOTE:
You must submit an electronic application at https://mersis.gtb.gov.tr/.
For Information and Support
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