e-book2013

NEWSLETTER 2013

Conversion of the Commercial Enterprise

Att. Leyla Orak

Introduction

Conversion of type is one of the corporate restructuring transactions.

Conversion was regulated under a single article of the abrogated Turkish

Commercial Code No. 6762, and a special provision was introduced with

respect to the conversion of a joint stock company into a limited liability

company without a liquidation procedure. Nonetheless, there were certain

problems with regards to the conversion of limited liability companies

to unlimited liability companies and vice versa, both under the Court of

Cassation precedents and Trade Registry practices.

The new Turkish Commercial Code No. 6102

(“TCC”) introduced

detailed provisions and innovations governing conversion of type and

clarified certain disputed matters. The principle of continuity of the

converted company under the new type, which was accepted under the

abrogated code, was preserved. A detailed explanation on conversion of

type can be found in the relevant article of the Erdem&Erdem December

2011 Newsletter.

Provisions of the TCC governing conversion of type do not only

regulate the conversion of type of commercial companies, but also the

conversion of commercial enterprises that are not legal entities. The Trade

Registry Regulation

also introduces special and detailed provisions on

the conversion of commercial enterprises.

This month’s article will assess the conversion of commercial

companies into commercial enterprises and the conversion of commercial

enterprises into commercial companies pursuant to the relevant provisions

of the TCC and the Trade Registry Regulation.

Article of April 2013

Published in the Official Gazette dated February 14, 2011 and numbered 27846.

Published in the Official Gazette dated January 27, 2013 and numbered 28541.