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As Toğan Law Office located in Bandırma district of Balıkesir province, with its commercial law attorney staff, it contains legal norms related to commercial companies, including the norms regarding the establishment, merger, division, transfer, change of type, liquidation of commercial companies. examines the relations, provides legal services to its clients on corporate law.

The Turkish Commercial Code came into force in 1926. The Law in question was repealed in 1956 and Turkish Trade Law No. 6762 came into force; Finally, in 2011, the new Turkish Commercial Code No. 6102 came into force. Provisions regarding the company law include 124-644 of the Turkish Commercial Code No. 6102. It is among the articles. The provisions regarding ordinary companies are 620-644 of the Turkish Code of Obligations No. 6098. regulated among the articles.

Regarding the company law, reformed norms and rules, different from the Law No. 6762, have been regulated in the new Turkish Commercial Code.

In the Commercial Code, a definition of trading companies and company contracts has not been made. However, in the Article 620 of the Code of Obligations, which contains the provisions regarding ordinary companies, the definition of the ordinary partnership agreement is made. According to this; “Common partnership agreement is defined as the agreement where two or more people undertake to combine their efforts and goods to achieve a common purpose”.

Company types are limited in the Commercial Code. Trading companies are collective, limited, limited, joint-stock companies and cooperatives. Of these, collective, ordinary commandite and ordinary companies are private companies; Limited, joint stock and limited companies whose capital is divided into shares are capital companies. All of these trading companies listed in the law have a legal entity; Structures other than these types of companies are considered as ordinary companies and such companies do not have a legal entity.

Trading companies may merge, divide or change species within the framework of the procedures specified in the law. Legal regulations regarding this are included in the articles 134-194 of the Turkish Commercial Code.

Accordingly, mergers are carried out in two ways, namely new establishment and acquisition. In the merging as a new establishment, there is a case of establishing a new company by merging assets together with their assets and liabilities without liquidation of more than one trading company. In the merger form, there is a participating (transferred) company and accepting (transferee) company. In this merger way, only the legal existence of the participating company ends; the assets of the participating company are transferred to the company that takes over without being liquidated. A number of restrictions are envisaged for merger in article 137 of the Commercial Code. According to this; Companies aiming at merger prepare a merger contract in writing and accept / sign this agreement by the governing bodies and submit it to the approval of their general assembly. In addition, preparation of the merger report and registration of the merger decision in the trade registry are regulated by the law as a validity condition.

Company divisions are also carried out in two ways, namely full and partial division. In the process of full division, all the assets of the company are divided into sections and transferred to other companies. The partners of the divided company acquire the shares and rights of the transferee company. Subsequently, the company transferred to full division ends and its commercial title is deleted from the trade registry. In partial division, one or more parts of the company’s assets are transferred to other companies. The partners of the dividing company acquire the shares and rights of the transferee company or the dividing company acquires the shares and rights in the transferee companies in exchange for the transferred assets.

The division of the company can generally be made within the scope of the restrictions stated in the article 160 of the Turkish Commercial Code. In the division process, if a company will transfer parts of its assets to the existing companies by division, a division agreement is made by the management bodies of the companies participating in the division. If the assets will be transferred to the companies to be established by division, this time a division plan is prepared by the governing body. It is also necessary for the management bodies of the company participating in the division to prepare a separate division report about the division separately.

Legal forms / types of trading companies can be changed within the limits stipulated by law. The company, which has been converted to a new type, will be a continuation of the old one. In the change of type, the management body of the company prepares a change plan; the plan in question is in writing and also submitted to the approval of the company general assembly. Change type