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COMMERCIAL LAW
41
similar registries on behalf of the transferee without delay, the directorate
shall notify the related registries simultaneously with the registration of
the transfer of commercial enterprise.”
Thus, even though under the TRR,
it is not obligatory to register with the related registries, the registration
of assets that require registration with the related registries is simplified
by the TRR. In compliance with the transfer of each asset without the
necessity of registration with the related registries, the registration of the
transfer with the related registries serves a publicity function. By notifying
the land registry for immovable properties, the traffic registry for motor
vehicles etc., which is executed simultaneously with the registration made
by the trade registry, third persons deemed to have learnt of the transfer of
these assets shall be protected more efficiently.
However, it is important to determine how the obligation to notify
other registries, as stipulated under Art. 135/5 will be applied in practice.
Two problems may arise within this framework.
The first problem is determining which registries to notify. Art.
133/2, b TRR, requires the indication of elements not included in the
agreement, it does not require the delineation of elements included in the
agreement. Therefore, it is impossible for the trade registrar to understand
which registries to notify through examination of the transfer agreement.
The second problem is the issue of how the simultaneous notification
will be served. The TRR stipulates that the trade registry records will
be kept within the Central Registry Record System (“MERSİS”). Since
notification to the other registries will be conducted simultaneously via
electronic means, there will be no problem regarding publicity. However,
since not all the registries have begun working with MERSİS, pursuant
to Provisional art. 1 TRR, the records shall be kept in the books currently
used in accordance with the Commercial Registry By-law in the registries
which have not commenced working with MERSİS. In this case, where
the notification by the Directorate is served in writing, the bona-fide third
person may acquire ownership pursuant to art. 1023 of the Civil Code
during the time elapsed.
Nature of the Transfer Agreement.
The Former TCC did not
regulate the transfer of the entire commercial enterprise with a unique
transaction. While the Former TCC was in effect, the transfer agreement