Company merging and acquisitions refer to the process in the business world where two or more companies combine their assets or shares, or one company acquires another. These transactions are conducted with various objectives in mind, such as enhancing company growth, expanding market share, improving operational efficiency, or gaining a competitive advantage. Here are the fundamental steps in the process of company mergings and acquisitions:


Types of Companies: The companies participating in the merging must be of the same type. Capital companies can merge with other capital companies, cooperatives with cooperatives, and sole proprietorships with sole proprietorships. However, if the acquired company is in a unique position, it may exceptionally merge with collective or commandite partnerships.

Liquidation Status: According to the Turkish Commercial Code (TCC), even companies in the process of liquidation can participate in mergings. Companies in liquidation but with undistributed assets can also be part of the merging as long as they are in the position of the acquired company.

Official Procedures: Company mergings must comply with official procedures, such as registration with relevant government authorities and the Trade Registry. The merging agreement and other necessary documents must be submitted to the competent authorities.

Rights of Creditors: During the merging process, the rights of creditors must be protected. Creditors have the right to object to the merging process, and these rights must be respected.

Rights of Employees: Employee rights must be respected during the merging process. Issues such as labor rights and job security should be taken into consideration during the merging process.

Publicly Traded Companies: Mergings involving publicly traded companies are subject to regulations in the Turkish capital markets. Rules and processes determined by the Capital Markets Board (CMB) in Turkey must be followed.

Approval from the Competition Authority: If the merging could adversely affect competition on a large scale, approval from the Competition Authority may be required.

General Assembly Approval: Company mergings may require approval from the general assembly of the participating companies. Shareholders or partners of the participating companies must make the decision regarding the merging in the general assembly.


These conditions are based on the Turkish Commercial Code and establish the basic rules for conducting merging transactions. Each merging transaction may have its own specific conditions and requirements.


Legal Process and Consequences of Company Mergings


Preparation of Merging Agreement:

The process of company merging begins with the preparation of a merging agreement. This agreement outlines how the merging companies will merge and specifies the transaction details. The details of the agreement may vary depending on the types of companies and the method of merging.

Merging Report:

The companies participating in the merging prepare a merging report that explains the merging process and the reasons behind it. This report is typically presented to the members of the general assembly for approval.

General Assembly Resolution:

The merging process must be approved by the general assembly of each company. The general assembly reviews and approves the merging agreement and merging report.

Registration Procedures:

The merging transaction must be officially registered. This involves applying to the Trade Registry and registering the relevant documents. Once the registration process is completed, the merging transaction becomes legally valid.

Transfer of Assets:

The transfer of assets and rights between the merging companies takes place. The assets and rights of the company being acquired are transferred to the acquiring company according to the conditions and ratios specified in the merging agreement.

Ownership Shares and Rights:

The ownership shares and rights of the new company formed as a result of the merging must be distributed fairly among the shareholders of the merging companies. The value of these new shares is determined.

Changes in Operations:

As a result of the merging, the operations and organizational structure of the company may change. The new company is managed according to the conditions specified in the merging agreement.

Debts and Credits:

The debts and credits of the merging companies are regulated according to the terms specified in the merging agreement. This may involve the payment or transfer of debts.


In most cases, the company being acquired is typically dissolved and becomes part of the acquiring company after the merging. However, the specifics of the process may vary based on individual circumstances and the provisions outlined in the merging agreement. Therefore, it is important to have legal guidance from an attorney or legal advisor during the merging process.”