TTK art.134-194: Merger, division and change of type of companies.
Merger Types
- By acquisition (joining the acquiring company)
- Through a new establishment (both terminate and the new company)
Types of Division
- Full division (company terminates and 2+ new companies are formed). company)
- Partial division (part of the assets to the new company)
Process
- Merger/demerger plan
- Expert report
- General assembly approval (3/4 majority)
- Registration and announcement
- Creditor protection period (3 months)
Tax Advantages
- Transfer tax exemption (KVK art.19-20)
- VAT exemption
- Stamp duty exemption
Supreme Court 11. HD
11. HD adopts that "protection of creditor rights" is essential in merger/demerger processes.
Commercial law lawyer is recommended.