We consider transferring our joint-stock company to our limited liability company. If the partners in the two companies are the same, I think there is easy merging principle. Five of the seven partners in the joint-stock company are also the partners of the limited liability company. Can we merge two companies through this easy merging system? 

The merger is clearly explained in Article 136. It is specified how will it be carried out and what kind of companies can perform, other merging types and required procedures are explained.

Moreover, it is explained in articles 155 and 156 whether your company’s partnership structure is suitable for easy or normal merger or not.

Source: İSMMMO
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

Also;

Transactions caused by establishment, merging, assignation, capital raise, splitting off and type alteration of joint stock, shared commandite and limited companies and transactions related to providing, guarantees, re-payment and bonds of credits which are given by banks, overseas credit organizations and international institutions shall not be subjected to duties (except trial duties). (Duties Law a.123)

The transfer of movables, immovable and intangible assets to the leasing firm and the re-transfer of these assets by the leasing firm to the assignor firm and the mortgage transactions related to these transfers are exempt from duties.

The exemptions regarding the duties shall not be applied to the “duty of exploration” which is one of the “Judiciary duties” and to the “Seizure, delivery and selling duty”  which is one of the “enforcement and bankruptcy duties”.  (Duties Law a.123)

Source: Revenue Administration

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

3- Decisions for prime contract modifications below, are made with the votes of shareholders of at least %75 of the capital or their representatives;
3.1- Company’s field of operation is completely changed.
3.2- Privileged share is created.
3.3- Limitation of the transfer of shares that are in the name of the holder.

4- In case the foreseen quorums in the second and third articles can not be achieved in the first meeting the same quorums are seeked in the following meetings.
5- In companies where the certificates of shares are being traded at the stock exchange, for a decision to be made about the subjects below, in the general meetings, unless there’s a provision against the prime contract, The quorum in the article 418 of Turkish Commercial Law applies;
5.1- Prime contact changes regarding the increase of the capital and registered capital’s upper limit.
5.2- Decisions about merging, dividing and type changes.

6- The shareolders who have shares to their names, and who voted no for the complete change of operation field or creating privileged share, are not bound to the limitations regarding the transformation of the shares for 6 months beginning from the publishing of the decision in the Trade Registry Gazette.

Source: Turkish Commercial Law

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

1- In all the general meetings whose incorporation and the amendment of articles of incorporation are subject to ministerial permission,
2- In other companies, if the agenda is
        2.1- Capital increase or decrease,
        2.2- Switching to the registered capital system and vice versa,
        2.3- The increase in the upper limit of registered capital,
        2.4- The amendment in the articles of incorporation related to the alteration in the subject of activity,
        2.5- Merging,
        2.6- Separation,
        2.7- General meetings about the change in kind of Corporation,
        2.8- The general meetings of some companies which allow the authority to attend the meeting electronically,
        2.9- All the general meetings done abroad,
        2.10- Privileged shareholders’ special general meetings done abroad.

It is not compulsory for a ministry representative to be present at the general meetings except from the ones listed between 2.1 and 2.6 and at the privileged shareholders’ special general meetings,

Can a Ministry Representative be called in the general meetings even if it is not compulsory?
A ministry representative can be assigned if people who convene the participating committee members request and this demand are considered appropriate by the tasking authority.

For the meetings in which a ministry representative is required, the applications made directly to the participating committee for the assignment of a Ministry representative by persons other than the conveners will not be taken into consideration.

This request should be made to the company in order to present it for consideration of tasking authority on condition that the shareholders constituting 1/10 of the capital give justification. The conveners should send this request to the tasking authority.

In the meetings where a ministry representative is required, the decisions made in the absence of ministry representative are not valid.

The person, who is assigned as a ministry representative in general meeting, should be presented to the related registry of commerce.

Source: The regulations about the Ministry of Customs and Trade Representative attending to the general meetings and the procedures and principles of these meetings of Stock Companies.

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.