Corporate Merger Procedure in Turkey
The corporate merger procedure in Turkey involves several steps and legal requirements. Here’s an overview of the process:
Pre-Merger Considerations
Due Diligence
The merging companies conduct a thorough review of each other’s financial, legal, and operational aspects to assess risks and opportunities.
Merger Plan
Draft a merger plan outlining the terms and conditions of the merger, including the exchange ratio for shares, treatment of shareholders, and allocation of assets and liabilities.
Board Resolutions
Obtain board resolutions from each merging company approving the merger plan and calling for a general assembly meeting to approve the merger.
General Assembly Approval
Hold separate general assembly meetings for each merging company to approve the merger plan and related resolutions by the required majority vote.
Preparation of Merger Agreement
Draft a merger agreement detailing the terms of the merger, including the transfer of assets, assumption of liabilities, treatment of employees, and any other relevant provisions.
Approval from Regulatory Authorities
Obtain necessary approvals from regulatory authorities, if applicable. Depending on the industry, mergers may require clearance from competition authorities or sector-specific regulatory bodies.
Creditors’ Notice
Publish a creditors’ notice in the Turkish Trade Registry Gazette announcing the merger and inviting creditors to submit any claims or objections within a specified period.
Finalizing the Merger
Once all necessary approvals are obtained and the creditors’ objection period has elapsed, finalize the merger by executing the merger agreement and completing the transfer of assets and liabilities.
Registration with Trade Registry
Register the merger with the relevant Trade Registry Office by submitting the merger agreement, board resolutions, general assembly resolutions, and other required documents. Upon registration, the merging companies cease to exist as separate entities, and the surviving entity assumes all rights and obligations.
Employee Consultation and Notification
Consult with employee representatives and notify employees of the merger, ensuring compliance with labor laws regarding any necessary information and consultation procedures.
Post-Merger Integration
Implement post-merger integration activities, including harmonizing corporate governance structures, consolidating operations, and integrating systems and processes to achieve the objectives of the merger.
It’s important to note that the corporate merger procedure may vary depending on factors such as the legal form of the merging entities, industry-specific regulations, and the complexity of the transaction. Seeking professional advice from legal, financial, and tax advisors experienced in mergers and acquisitions can help ensure compliance with legal requirements and the successful completion of the merger process in Turkey.
For your questions or requests about the corporate merger procedure in Turkey, please feel free to contact us.
