TTK Art. 134-194 regulates the merger, division and type change transactions of companies.
Merger (TTK Art. 136-158)
- Through acquisition:One company absorbs another
- Through new establishment:Two companies merge and become a new company
Department (TTK art.159-179)
- Full division:All assets of the company are transferred to new companies, the old company is terminated
- Partial division:Part of it is transferred to the new company
Changing Type (TTK art.180-194)
Conversion of a limited company to a joint stock company, a collective company to a limited company. etc.
Process
- Contract/plan preparation
- Independent auditor report
- General Assembly decision (special quorum)
- Creditor announcement (3 months)
- Registration in the trade registry
Supreme Court 11. HD
11. HD adopts that fair exchange rates must be applied in merger/demerger transactions to protect small shareholders, otherwise the transaction may be cancelled.
Commercial law lawyer is recommended to plan the process.