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Conclusion
The TCC introduces important novelties regarding the agreement for
the transfer of a commercial enterprise. The provision within the TCO
regulates only one side of the transfer of a commercial enterprise, which
is the protection of creditors as a result of the transfer, however it does not
regulate the transfer of the entire commercial enterprise. In this sense, the
regulation set forth by the TCC is favorable.
It is favorable that Art. 11/3 TCC allows for the transfer of the
entire commercial enterprise with one unique transaction. Through this
provision, the law-maker provides convenience and rapidity with respect
to the transfer of a commercial enterprise. The resolution of issues such
as the legal nature of the registration, issues to be included in the transfer
agreement and registration with other related registries under Articles 133
and 135 TRR and the prevention of confusion and inconvenience with
the complementary regulations is important and beneficial. However, it
should be noted that the TCC does not solve the problem regarding the
limitation of the transfer of liabilities and the TRR does not provide a
regulation with respect to this issue either; and there is no consensus in
the doctrine on this issue.
Finally, it should be emphasized that regulation of the transfer of a
commercial enterprise both under the TCO and TCC is not appropriate.
In addition to the compliance problem between the codes, the transfer of
a commercial enterprise is a subject that has to be better dealt with the
TCC.