Clear structure. Compliant documents. On-time closing.
Merging a foreign entity with a Turkish company requires precision under the Turkish Commercial Code (TCC), potential competition filings, sectoral approvals, FX/tax sensitivities, and workforce alignment. We design the optimal structure, prepare compliant documents, manage announcements and objections, and guide Day-1 integration—so your transaction closes on schedule and integrates without friction.
What We Do at a Glance
Deal design & structure: absorbent mergers, new-co formations, cross-type mergers
Regulatory pathfinding: Competition Authority thresholds, sectoral licences/consents
Shareholder, employee & creditor safeguards: notices, objection windows, social plans
Documentation & execution: merger agreement/report, board/shareholder actions, tescil
Required Content of the Merger Agreement (TCC Art. 146)
Parties & new-co details: trade names, legal forms and registered seats of all merging companies; if a new entity will be formed, its type, name and seat
Share exchange & equalization: the exchange ratio, any cash equalization, and the resulting rights of transferor shareholders in the transferee
Special share classes: rights accorded to privileged, non-voting and beneficial shares and how such shares are converted/changed
Dividend entitlement date of the shares issued under the merger
Withdrawal/retirement fund if applicable
Accounting effective date from which transferor transactions are deemed on behalf of the transferee
Special benefits to managers/managing partners and, if relevant, names of partners with unlimited liability
Required Content of the Merger Report (TCC Art. 147)
Purpose & expected results of the merger and a summary of the merger agreement
Exchange ratio methodology, any equalization, and partnership rights to be granted
Retirement fund: amount and justification if issued instead of shares/rights
Valuation approach used to determine the ratio; any capital increase in the transferee
Additional payment/personal obligations imposed on transferor partners; liabilities in cross-type mergers
Effects on employees and creditors, and—where applicable—regulatory approvals with legal-economic justifications
Process
Red-flag due diligence
Valuation & ratio model
Drafts (Agreement/Report)
Announcements & objection management
Approvals & trade registry (tescil)
Day-1 integration & post-close housekeeping
Employees & Creditors
Employees: preserve accrued rights where required; align benefits; deliver clear notices; prepare a social plan if needed
Creditors: manage announcement/objection windows; provide security where appropriate; keep an auditable trail
FAQs
Do we need a Competition Authority filing?
Depends on combined turnover thresholds and the sector. We test early to avoid closing delays.
How is the exchange ratio determined?
By agreed valuation (income/market/asset methods) and specific adjustments (debt, cash, equalization).
How long does this take?
Deal-specific. With clear diligence and timely approvals, several weeks to a few months is typical.
What documentation is mandatory?
At minimum, a Merger Agreement and a Merger Report meeting TCC Art. 146–147 requirements, board/shareholder resolutions and registry filings.