Corporate Split Procedure in Turkey
Corporate split procedure in Turkey involves several steps and legal requirements. Here’s an overview of the process:
Preparation Phase
Board Resolution
The board of directors of the company proposing the split approves the split plan, including the terms and conditions of the split.
Split Agreement
Draft a split agreement detailing the terms of the split, including the transfer of assets, liabilities, and shareholders’ rights.
General Assembly Approval
Hold a general assembly meeting to obtain approval for the split plan and related resolutions by the required majority vote. Shareholders must be provided with all relevant information regarding the split.
Creditors’ Notice
Publish a creditors’ notice in the Turkish Trade Registry Gazette announcing the split and inviting creditors to submit any claims or objections within a specified period.
Audit Report
Obtain an audit report from an independent auditor certifying the fairness of the split terms and conditions, particularly concerning the protection of creditors’ rights.
Approval from Regulatory Authorities
Obtain necessary approvals from regulatory authorities, if applicable. Depending on the industry, splits may require clearance from competition authorities or sector-specific regulatory bodies.
Execution of Split Agreement
Execute the split agreement and complete the transfer of assets, liabilities, and shareholders’ rights according to the terms outlined in the agreement.
Registration with Trade Registry
Register the split with the relevant Trade Registry Office by submitting the split agreement, board resolutions, general assembly resolutions, audit report, and other required documents. Upon registration, the split becomes legally effective.
Notification to Creditors and Third Parties
Notify creditors and third parties affected by the split, ensuring compliance with legal requirements for notification and publication.
Post-Split Compliance
Ensure compliance with any post-split obligations, such as transferring contracts, notifying customers and suppliers, and updating corporate records.
Employee Consultation and Notification
Consult with employee representatives and notify employees of the split, ensuring compliance with labor laws regarding any necessary information and consultation procedures.
It’s important to note that the corporate split procedure may vary depending on factors such as the legal form of the company, industry-specific regulations, and the complexity of the transaction. Seeking professional advice from legal, financial, and tax advisors experienced in corporate splits can help ensure compliance with legal requirements and the successful completion of the split process in Turkey.
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