e-book2011

NEWSLETTER 2011

Innovatıons in the New Turkish Commercial Code Concerning

the Division and Conversion of Companies – II

Prof. Dr. H. Ercüment Erdem

Some of the innovations brought by the New Turkish Commercial

Code (“New TCC”) have been examined in our previous newsletter

article. In our current article, we will continue to analyze the innovations

concerning division, additionally; we will handle the reforms brought

with regards to conversion of type of companies.

Transfer of Employment Relations

Article 178 of the New TCC regulates the rights of the employees

of the companies that are transferred. Pursuant to Article 178/1, in the

event that the employee does not make an objection, the employment

agreements shall be transferred to the transferee, along with all the rights

and obligations. In the event that the employee prefers not to continue

to work, the employment agreement shall be terminated at the end of

the legal dismissal period. Pursuant to Article 178/3 of the New TCC,

the previous employer and the transferee shall be severally liable with

regards to the emoluments of the employee that have arisen before the

transfer. Employees may request that the said emoluments are guaranteed.

Additionally, the shareholders of the transferring company who are

liable with regards to the obligations of the company before the division

continue to be held severally liable with regards to the obligations that

will arise until the termination of the employment agreement.

Finalization of the division

Article 179 of the New TCC regulates the finalization of the

division. Pursuant to the said article, the managing body shall request

the registration of the resolution for division that has been approved.

With regards to partial division, if the capital of the transferring company

should be decreased, the amendment to the articles of association with

regards to capital decrease shall also be registered.

Article of December 2011