Company Liquidation-Division-Conversion Consultancy, Institutions and organizations can become a single legal entity by merging for reasons such as benefiting from tax incentives, increasing their market share, reaching their planned targets or ending the competition between them. Transfer is a special type of merger. Again, companies can be divided for reasons such as changing the type of partnership activities and separating their fields of activity. After all, companies can go into liquidation as a result of the decision of the partners or legal obligations.
Company Liquidation-Division-Conversion Consultancy
Liquidation, merger, transfer and division transactions regulated by the relevant articles of the Commercial Code No. 6102 and the Corporate Tax Law No. 5520 are extremely important and risky transactions.
As AG Audit, we provide consultancy services on the completion and reporting of liquidation, merger, division and transfer transactions of companies with our expert team.
Merger
They can merge through one company taking over another, “merger by acquisition” or “merging as a new entity” by joining a new company.
In the application of Articles 136 to 158, the accepting company is called “assigned” and the participating company is called “assigned”.
A merger occurs when the shares of the acquiring company are automatically purchased by the acquiring company’s partners in exchange for the assets of the acquiring company, based on an exchange rate.
The merger agreement may also envisage separation funds within the meaning of the second paragraph of Article 141.
With the merger, the acquiring company takes over the assets of the transferred company as a whole. The company transferred by the merger ends and is deleted from the trade registry.
Division
TTK m. 159/1 foresees two types of division, full and partial division.
In a full spin, all its assets are split and transferred to an existing or to-be-formed company. The split company disappears and the company partners become the partners of the acquiring company.
On the other hand, partial division is divided into:
Partial Division and Establishment of Affiliates;
In a partial division, part of the company’s assets is transferred to other companies. The partners of the demerging company become the partners of the acquiring company. If the partially divided company is not dissolved, if it is a partial split through the establishment of a subsidiary, the split portion is put up as capital in kind.
TTK m. 160 edits the current divisions. In accordance with this article, capital companies and cooperatives can be divided into capital companies and cooperatives.
Changing Type (Type)
6102 m.180 has two important principles regarding conversion.
- Every company can change type
- The new typed company is the continuation of the old one.
A capital company; can turn into equity companies or cooperatives, and private companies can turn into equity companies or cooperatives.
Capital companies cannot be transformed into sole proprietorships. Article 182 of the TCC contains a special regulation regarding the change of type of collective and limited partnership companies. These companies can continue their activities as a sole proprietorship.
