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NEWSLETTER 2013
38
The Transfer of Commercial Enterprises pursuant to the
Turkish Commercial Code
*
Prof. Dr. H. Ercument Erdem
Introduction
Turkish Commercial Code No. 6102
1
(“TCC”), which entered into
force on July 1, 2012, brings novelties on the transfer of a commercial
enterprise. The Trade Registry Regulation
2
(“TRR”), a complementary
regulation, which entered into force on January 27, 2013, clarifies some
matters not regulated under the TCC. The transfer of a commercial
enterprise, formerly regulated within the abrogated Code of Obligations
No. 818 (“Former CO”), is now regulated in a more comprehensive and
detailed manner within the TCC.
This article shall briefly refer to the provisions under the abrogated
Turkish Commercial Code No. 6762 (“Former TCC”) and the Former
CO. Subsequently, the basic principles of the new amendments and the
novelties therein shall be explained.
Provisions of the Former TCC and the Former CO
The former TCC does not include a provision regarding the transfer
of a commercial enterprise. Due to this lack under the TCC, art. 179 of the
Former CO entitled “
Acquisition of an Asset or Enterprise
” was applied
to the transfer of commercial enterprises. This provision was contained
in the provisions regarding the assumption of obligation and in general
regulated the buyer’s responsibility towards creditors in the event of
the transfer of a commercial enterprise with all the assets and liabilities
thereof. The notification of the transfer to the creditors and publication
thereof was required for the transfer of the liabilities of the commercial
enterprise to the transferee under the art. 179 Former CO. The law-maker,
in order to protect the creditors, stipulated under art. 179 Former CO that
*
Article of July 2013
1
Official Gazette, 14.02.2011, No. 27846.
2
Official Gazette, 27.01.2013, No.. 28541.