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LIQUIDATION, ACQUISITION, MERGER, SPIN-OFF AND CHANGE OF TYPE TRANSACTIONS IN JOINT STOCK COMPANIES AND LIMITED LIABILITY PARTNERSHIPS FROM THE ASPECTS OF TAXATION AND NEW TURKISH COMMERCIAL LAW
TABLE OF CONTENT
FIRST PART
DEFINITIONS AND REASONS FOR MERGERS AND SPIN-OFF
1.COMPONENTS AND THE CHARACTERISTICS OF JOINT-STOCK AND LIMITED COMPANYS MERGER AND SPIN-OFF
1.1 COMPANY AND JOINT-STOCK COMPANY CONCEPT CONTENTS 23
1.1.1 Company Concept 23
1.1.1.1 Company with Broad Meaning 23
1.1.1.2 Company With Narrow Meaning 24
1.1.2 Joint Stock Company 24
1.1.2.1 The Importance of Joint Stock Company 24
1.1.2.2 Functions of Joint Stock Companies 25
1.1.2.3 Description and Elements of Joint Stock Company 25
1.1.2.3.1 Description of Joint Stock Company 25
1.1.2.3.2 Elements of the Joint Stock Company 25
1.1.2.3.2.1 Trade Name 25
1.1.2.3.2.2 Capital and Properties 25
1.1.2.3.2.2.1 Equity capital 25
1.1.2.3.2.2.2 The Specific Capital 26
1.1.2.3.2.2.3 Divided Share Capital 26
1.1.2.3.2.3 Finding Legal Entitlement 26
1.1.2.3.2.4 Responsibility of the Company to All Property 26
1.1.2.3.2.5 Limited Responsibility of the Company 27
1.1.2.3.2.6Establishment of Economic Activity and Business Activity in All Types of Business 27
1.1.2.4 Consolidation of joint stock companies 27
1.1.3 Limited company 28
1.2 CAUSES AND MATTERS OF MERGERS AND PARTITIONS OF JOINT-STOCK AND LIMITED COMPANIES29
1.2.1 Causes and Types of Mergers 29
1.2.1.1 Reasons for Merger of Businesses 31
1.2.1.1.1 Benefiting from the Possibilities of a Large Scale Activity (Scale Economies) 32
1.2.1.1.2 Benefiting from Technological Developments 32
1.2.1.1.3 The Consolidation of the Merits in the Same Way as the Inner Growth 33
1.2.1.1.4 Avoiding Business Failure 33
1.2.1.1.5 Talented Presence of Time 34
1.2.1.1.6 Positive Fulfillment in Capital Markets 34
1.2.1.1.7 Increasing Business Reputation 34
1.2.1.1.8 Extending Welding Capacity and Borrowing at Low Cost 34
1.2.1.1.9 Having Valuable Industrial Rights 34
1.2.1.1.10 Tax Advantages 34
1.2.1.1.11 Financial Reasons 35
1.2.1.1.12 Diversification and Risk Reduction 35
1.2.1.1.13 Psychological Factors 35
1.2.1.2 Classification of Business Combinations 36
1.2.1.2.1 Business Combinations by Economic Activity Areas 36
1.2.1.2.1.1 Horizental Mergers 36
1.2.1.2.1.2Vertical Business Mergers 37
1.2.1.2.1.3 Mixed Mergers 37
1.2.1.2.1.3 Product Expansion 37
1.2.1.2.1.3.2 Market Expansion 38
1.2.1.2.1.3.3Multiple Mixed Mergers (Pure Mix) 38
1.2.1.2.2 Business Combinations by Legal Structure 38
1.2.1.2.2.1 Consolidation of companies by protecting their legal and economic independence 38
1.2.1.2.2.1.1Cartel 38
1.2.1.2.2.1.2Holding 39
1.2.1.2.2.1.3Consern 39
1.2.1.2.2.1.4 Consortium 39
1.2.1.2.2.2 Unification by losing the legal and economic independence of the companies 40
1.2.1.2.2.2.1Trault 40
1.2.1.2.2.2.2 ReceivingAcquisition 40
1.2.1.2.2.2.3Connection 40
1.2.2 Causes and Types of Division of Anonymous and Limited Companies 40
1.2.2.1 Reasons for Division 41
1.2.2.1.1 Financial Causes 41
1.2.2.1.2 Economic Causes 41
1.2.2.1.3 Technical reasons 42
1.2.2.2 Types of Division 42
1.2.2.2.1 Fragmentation Models by Division Method 42
1.2.2.2.1.1Division of Existing Companies by Takeover (Extraction by Absorption) 42
1.2.2.2.1.2 Division by New Companies to the New Company (Division by New Company Establishment) 43
1.2.2.2.1.3 Dividing the Other Available Other by Newly Established Companies (Mixed Fragmentation Model) 43
1.2.2.2.2 Models of Segregation According to the Estimates of Assets Transfer 43
1.2.2.2.2.1 Complete division 43
1.2.2.2.2.2Partial Division 43
1.2.2.2.3 Types of Split by Shares to Split Company Partners ... 44
1.2.2.2.3.1Equivalent Division (Symmetric Division) 44
1.2.2.2.3.2 Nonparametric Cleavage (Asymmetric Cleavage) 44
SECOND PART
2.TURKISH TRADE LAW BY MERGING, SPIN-OFF AND CHANGE OF TYPE
2.1 FINANCIAL AND LIQUIDATION IN THE JOINT STOCK COMPANIES 45
2.1.1 Reasons for termination 45
2.1.1.1 General reasons 45
2.1.1.2 Special cases 45
2.1.1.2.1 Absence of Organs 45
2.1.1.2.2 Rightfully terminated Termination 46
2.1.1.3 Results 46
2.1.1.4 Liquidation in the form of bankruptcy 46
2.1.1.5 Status of the Company's Organs 46
2.1.2 Liquidation 46
2.1.2.1 Liquidation Officers 47
2.1.2.2 Taking Officers of Liquidation Officers 47
2.1.2.3 Authority to Sell Assets 47
2.1.2.4 Liquidation Officers' Restriction and Extension of Authorities 47
2.1.2.5 Liquidation Procedures 48
2.1.2.5.1 Disposal of the Initial Inventory and Bilayer 48
2.1.2.5.2 Protection of Claimants 48
2.1.2.5.3 Distributing the Liquidation Facility 49
2.1.2.6 Additional liquidation 49
2.1.2.7 Withdrawal from liquidation 49
2.2 LIQUIDATION OF COMPANIES LIMITED 50
2.3 PROVISIONS CONCERNING MERGER, COMPOSITION AND CHANGE OF LEGAL FORM OF JOINT-STOCK COMPANIES AND LIMITED COMPANIES 51
2.3.1.1 Place of Provisions on Merger, Division and Type Change in TCC ...... 51
2.3.1.2 Definitions of the Concepts in the TCC 51
2.3.1.3 Merger 52
2.3.1.3.1 Definition and Types of Mergers 52
2.3.1.3.2 Participation in a merger of a company under liquidation 52
2.3.1.3.3 Loss of CapitalParticipation in the Deep in Debt situation.. 53
2.3.1.3.4 Shares and Rights of Partnership 53
2.3.1.3.5 Leaving Boundary 53
2.3.1.3.6 Capital Increase, New Establishment and Interim Balance Sheet 53
2.3.1.3.7 Increase and Decrease between Merger Resolution and Merger Date .... 54
2.3.1.3.8 Merger Agreement and Merger Report 54
2.3.1.3.9 Amendments to the Review and Substance 55
2.3.1.3.10 Information on Changes in Property 56
2.3.1.3.11 Consolidation Decision 56
2.3.1.3.12 Legal Results of the Contract 57
2.3.1.3.13 Facilitated Shares of Equity Companies 57
2.3.1.3.13.1 Supplied Convenience 58
2.3.1.3.14 Protection of the Payees and Employees 58
2.3.1.4 Division 58
2.3.1.4.1 Protection of Shares of Shareholders and Their Rights 59
2.3.1.4.2 Capital Reduction and Increase 59
2.3.1.4.3 Establishment of a New Company 59
2.3.1.4.4 Preparing the Intermediate Balance Sheet 60
2.3.1.4.5 Division Contract and Division Plan 60
2.3.1.4.6 Review Right 61
2.3.1.4.7 Information on Changes in Property 62
2.3.1.4.8 Division Decision 62
2.3.1.4.9 Protection of Claimants 62
2.3.1.4.10 Responsibility 62
2.3.1.5 Changing the Type 63
2.3.1.5.1 Protection of Shareholder's Share and Rights 63
2.3.1.5.2 New Company Establishment and Interim Balance Sheet 64
2.3.1.5.3 Type Change Plan and Report 64
2.3.1.5.4 Review Article 65
2.3.1.5.5 Joint Provisions on Merger, Division and Type Change 65
2.3.1.5.6 Cancellation of Merger, Division and Type Change and Results of Incompleteness 65
THIRD PART 3.MERGERS, TRANSFER AND SPIN-OFF ACCORDING TO CORPORATE TAX LAW
3 LIQUIDATION, MERGER, ACQUISITION, CHANGING LEGAL FORM, SPIN-OFF AND SHARE CHANGE TRANSACTIONS BY ANOKING AND COMPANIES IN ACCORDANCE WITH THE CORPORATE TAX LAW 67
3.1 GENERAL DESCRIPTION 67
3.2 LIQUIDATION 67
3.2.1 The Liquidation Period 68
3.2.2 Time to Consider Consideration of Losses Transferred from the Previous Period in the Liquidation Period 69
3.2.3 Status of Loss Termination of Liquidation Period 71
3.2.4 Timeout in Liquidation Processes 76
3.2.5 Abandonment from liquidation 76
3.2.6 LIQUIDATION DECLARATIONS 77
3.2.7 Concept of Wealth Value 78
3.2.7.1 Wealth Value Before and After the Liquidation Period 79
3.2.7.2 Components Included and Excluded in Self Capital at the Beginning of the Liquidation Period 79
3.2.7.2.1 All Amortization and Provisions for which the Tax Code Law is Dedicated and the Technical Provisions of the Insurance Companies. 79
3.2.7.2.2 Amount of Gain to be Distributed to ShareholderNon-Owned Person ... 81
3.2.8 Calculation of liquidation profit 81
3.2.8.1 Earnings to be made at the beginning of the liquidation phase 82
3.2.8.1.1 Payments made by the partnersthe owners of the institution 82
3.2.8.1.2 Earnings and Provisions Exempted from Tax 82
3.2.8.2 Earnings to be made at the end of the liquidation period 83
3.2.8.2.1 Payments made to shareholderscorporations 83
3.2.8.3 Expenses During Liquidation 83
3.2.8.4 Transfer pricing during liquidation 83
3.2.9 Responsibility of Liquidation Officers 84
3.2.9.1 Responsibility of Liquidators According to the Corporation Tax Act 85
3.2.9.1.1 Rewards of Disclosure Officers 88
3.2.9.2 Responsibility of Liquidators According to the Tax Procedural Law (VUK) 89
3.2.9.3 Responsibility of Liquidation Officers in Accordance with the Law on the Collection Procedure of Public Receivables 90
3.2.10 Investigations to be made after liquidation of the companies that are exempted 91
3.2.11 Investigation of liquidation procedures 91
3.2.12 Declaration of Liquidation 93
3.2.12.1 If the same calendar is completed within the year in the liquidation process .... 93
3.2.12.2 Liquidation Process In the Case of More than One Period 93
3.2.13 Payment of Taxes on Liquidation Profit 94
3.2.14 Liquidation Specialty Conditions 94
3.2.14.1 Loss Settlement 94
3.2.14.2 Special Cost Fees 95
3.2.14.3 Refunding Fund 95
3.2.14.4 The First Establishment and Organization Expenditures and Goodwill 96
3.2.14.5 Exemption from Sale of Immovables, Associates, Founders' Bills, Preemptive Shares and Preemptive Rights 97
3.2.14.6 Dissolution and Taxation of Positive Differences Arising from Inflation Adjustment 97
3.2.14.7 Distribution and Withholding of Shareholders of Capital Account at the end of liquidation ... 98
3.2.14.8 Authority Recognized by the Ministry of Finance 103
3.3 MERGERS 103
3.3.1 The merger is liquidation clause 104
3.3.2 Profit on merger 105
3.3.3 Amortization and Merger Premium 106
3.3.4 Declaration and Payment of Merger Profit 107
3.3.5 Liability in the event of merger 108
3.3.6 Responsibility in the Pre-Merger Periods 108
3.3.7 Features Similar to Merging 108
3.3.7.1 Exemption from Sale of Immovables, Subsidiary Rights, Founders' Bills, Preemptive Shares and Pre-emptive Rights 109
3.3.7.2 Merger Expenses 109
3.3.7.3 Losses on Associated Institutions 109
3.3.7.4 Unified Partner, Capital Markets Award 109
3.3.7.5 Ownership of the Company by the Affiliated Company 110
3.4 RPM 110
3.4.1 Requirements for Transfer 110
3.4.1.1 Combination with the Establishing Authority as a Result of the Merger The Corporation Must Be a Full Taxpayer Authority 110
3.4.1.2 What is the date of the transfer? 111
3.4.1.3 Transfer of the Balance Sheet Values at Incorporation Date by the Consolidated Institution
3.4.2 Conditions of Taxation on Transfer 114
3.4.2.1 Issuance of Corporate Tax Declarations 114
3.4.2.2 Submission of Declaration 116
3.4.3 Non-compliance with Non-Taxation Requirements 117
3.4.4 Payment of Tax on Transfer
3.4.5 Detection of Replacement Unit 118
3.4.6 Specification and characteristics of the transfer 119
3.4.6.1 Transfer Costs 119
3.4.6.2 Application of Depreciation on Transfer 119
3.4.6.3 Taxes Paid by the Devrolan Company and to be SettledRefunded 119
3.4.6.4 Temporary Tax Declaration on Transfer 120
3.4.6.5 Incomparable Capital Increase and Business Relationship 120
3.4.6.6 Merger FundDifference on Transfer 121
3.4.6.7 Issuance of VAT and Concise Declarations on Transfer
3.4.6.8 On Transfer Form B and Format Bs Entry 122
3.4.6.9 How Should We Understand the Declaration of the Concentration Declaration by Both Institutions? 122
3.4.6.10 Exemption from Sales Gains for Real Estate and Subsidiary Realities in Transfer ... 123
3.4.6.11 Status of Acquired Equity Shares 123
3.4.6.12 Acquisition Date of Acquired Shares in Transfer Case 124
3.4.6.13 Difference Between the Date of Takeover and the Takeover Decree
3.4.6.14 Buy Reduced Firms Home Page Situation of Financing Expenses During the Firmaya Period 126
3.4.6.15 Will benot be taken into account in the equity calculations
3.4.6.16 Settlement of Loss in Case of Transfer 130
3.4.6.16.1 The Loss Amount is Limited with Equity Capital 131
3.4.6.16.2 Conditions for the establishment of damages in the event of conversion 131
3.4.6.16.3 Sequence of Damage in the Case of Transfer and Division and Damage Amount Not Settled 132
3.4.7 Example of transferring process 132
3.5 TYPE CHANGE 135
3.5.1 Institutions Before and After Type Exchange Will Become Full Taxpayers 136
3.5.2 Taking the Balance Sheet Values of the Former Turkic Institution as a Subsidiary of the New Turkic Institution and Submitting it to the Balance Sheet 136
3.5.3 The Problem of the Amendment of Common Numbers during the Turkish Amendment 137
3.5.4 Acquisition Date of Receipts Received during the Type Change 137
3.6 COMPARTMENT 137
3.6.1 Division by Corporate Tax Law 137
3.6.1.1 Full Division 139
3.6.1.1.1 Essential Terms and Conditions 139
3.6.1.1.1.1 Being a Capital Company of the Parties and Transferring Institutions 139
3.6.1.1.1.2 To be Full Taxpayer of the Participating and Transferring Capital Companies 139
3.6.1.1.1.3 Exhaustion of the Parties without Liquidation 140
3.6.1.1.1.4 Assignment of All Assets, Receivables and Payables of the Borrowing Institution over Registered Values 140
3.6.1.1.1.5 Transfer Facility Institutions to be TwoMore Full-fledged Taxpayer Capital Companies to Be EstablishedNew 140
3.6.1.1.1.6 Transfer of Subsidiary Shares Representing the Capital of the Capital Company Transferring to the Shareholders of the Transferred Capital Company 141
3.6.1.1.2 Conditions Relating to the Form 143
3.6.1.1.2.1 What is the date of the breakdown? 143
3.6.1.1.2.2 Payment of Partial Declaration, Annexes and Taxes 143
3.6.1.1.3 Concept of Economic and Technical Integrity in Complete Division 144
3.6.1.1.4 Assets that arise during and after full division 147
3.6.1.1.5 Settlement of Damage in the case of Full Spin-Off 148
3.6.1.1.5.1 The amount of damages to be deducted is limited with equity capital ... 148
3.6.1.1.5.2 Given in the statutory scope of the Declaration on Taxation of the Five Institutions of the Year
3.6.1.1.5.3 Continue with a Five-Year Period from the Account Period Where the Translation of the Acquirer Acquires into Activity
3.6.1.1.6 Sharing Debts in a Full Split 150
3.6.1.1.7 Taxpayers Prepaid by the Institution Divided in Complete Division 151
3.6.1.1.8 Condition of Companies to be Same in the Full Spin-Off 151
3.6.1.1.9 10% Cash Payment Limit on Full Spin-Off 152
3.6.1.1.10 Exemption of Real Estate and Subsidiary Share Sales Gains in a Split State 153
3.6.1.1.11 Differences Between the Acquisition of a Splitting Decision and the Date of Splitting in the Case of a Split 153
3.6.1.1.12 Application of depreciation in full split 154
3.6.1.1.13 Refinancing Fund in the case of Full Spin-Off 154
3.6.1.1.14 Temporary Taxation in the case of Full Spin-Off 154
Example of 3.6.1.1.15 Complete division
3.6.1.2 Partial Division 158
3.6.1.2.1 Conditions of Partial Division 159
3.6.1.2.2 Economic and Technical Integrity in Partial Division 161
3.6.1.2.3 Feasibility of Partial Segmentation in Companies with Multiple Service Operations 162
3.6.1.2.4 Active and Passive Cycle in Partial Divition 164
3.6.1.2.4.1 Status of Immovables Dependent on Production and Service Establishments 167
3.6.1.2.5 Condition of NegativeNegative Value of the Net Value Subject to Transfer of Debentures Together with Devalued Economic Assets. 168
3.6.1.2.6 Protection of Claimants in Partial Split 171
3.6.1.2.7 Regulations on the Partial Division with the New Communiqué on Pre-TCC Charter 173
3.6.1.2.8 Responsibility of Transforming Institutions in Partial Division 173
3.6.1.2.9 Possibility of a Single Activity to Partial Division 174
3.6.1.2.10 Settlement of losses in the event of a partial division 175
3.6.1.2.12 Special Considerations in the Transfer of Service Establishments 178
3.6.1.2.13 Issuance of Participation Shares to Parties under Partial Fragmentation 179
3.6.1.2.14 Amendments to the Value of the Assets Split Up to the End of the Partial Split 180
3.6.1.2.14.1 Example related to topic 181
3.6.1.2.15 Withdrawal of Extraordinary Income and Real Estate Sales Accrual from Partial Division 183
3.6.1.2.15.15520 numbered TCC Regulations on the Exercise of the Shareholding and Real Estate Sales Profit in the Revaluation Scheme 184
3.6.1.2.15.2 Acquisition of Capital and Real Estate Sales Capital by Incorporation into Capital 187
3.6.1.2.15.3Evaluation and Conclusion 189
3.6.1.2.16 Partial Division and Capital Increase in the Associated Companies 190
3.6.1.2.16.1 General Description and Examples 190
3.6.1.2.16.2 A Advance Ruling Regarding the Situation 194
3.6.1.2.16.3 Evaluation of the Partial Partition Between the Associated Companies 196
3.7 INFLATION ADJUSTMENT PROCEDURES TO LIQUIDATION, MERGER, REVERSE, AND DIVISION ( ACCORDING TO TAX PROCEDURE LAW 298/25) 197
3.7.1 Overview 197
3.7.2 Inflation Adjustment Differences 197
3.7.3 Advance Rulings Over the Subject 199
3.7.4 Evaluation of the matter 201
Transfer Another Account: 201
Withdrawal from Operation: 202
3.8 TAXATION IN TRANSFER AND DIVISION 207
3.8.1 Taxation and Declaration in the Case of Transfer and Full Division 207
3.8.2 Taxation in Partial Split Situation 208
3.8.3 Payment of tax on divisional status 208
3.8.3.1 Payment of Tax on Full Split Transactions 208
3.9 SHARE CHANGE 209
3.9.1 To Be a Full Taxpayer of the Company to Take Over
3.9.2 Acquisition of Shares in Shape and Size to the extent of Management and Shareholding of the Company 210
3.9.3 Issuance of Associate Shares Representing the Capital of Own Company to the Shareholders of the Company on the Equity Shares Taken
3.9.4 Changes in Interests with Transferor Institutions Subject to Capital Should Be a Capital Company 210
3.9.5 A maximum of ten percent of a cash payment can be made 211
FOURTH PART
4. REGULATIONS REGARDING OTHER TAX LAWS
4 REGULATIONS REGARDING TRANSFER AND DIVISION REGARDING OTHER TAX LAWS 211
4.1 MERGER AND DIVISION PROCEDURES IN INCOME TAX LAW 211
4.2 TRANSFER AND DIVISION PROCEDURES IN VALUE ADDED TAX LAW 212
4.2.1 Sharing VAT Transferred Under Full Split to Divisions 217
4.2.2 State of VAT Transferring in Partial Division 215
4.3 TRANSFER AND PARTITION PROVISIONS IN THE STAMP TAX LAW 216
4.4 TRANSFER AND SHARING PROVISIONS IN THE FEE LAW 216
4.5 TRANSFER AND COMPOSITION PROVISIONS IN THE LAW ON EXPENSES OF TAXES 216
FIFTH PART
5.REGULATIONS OF RELATED LEGISLATION
5 REGULATIONS REGARDING MERGER AND COMPLEX ... 218
5.1 REGULATIONS RELATED TO COMMERCİAL CODE 218
5.1.1 Provisions of the TCC 218
5.1.2 Regulations in the Notifications of the PPE 223
5.2 PROVISIONS OF TURKISH COMMERCIAL LAW 247
5.3 GENERAL AND DRAFTS DRAFTED BY THE MINISTRY ... 269
5.3.1 Example on the Exchange of Species 269