06.ANA METIN ingilizce.18

ly becomes liable for the debts of the said enterprise, starting from date

of announcement to that effect. In addition, Art. 280 of the Execution

and Bankruptcy Code No. 2004

states that the transfer of a business

in under certain conditions may expose the buyer to certain liabilities.

Although there is debate between scholars as to whether the pro-

visions under Art. 202 TCO are mandatory, Art. 11/3 TCC indicates

that “unless otherwise agreed” strengthens the opinion that the parties

may freely determine the components of a transaction

Governmental and Environmental Permits and Licenses

Since the licenses and permits required for the activities of a busi-

ness are issued under the title of the company that owns such business,

within the context of a share deal, there is no requirement of renewal

or change of such licenses and permits, unless there is a special provi-

sion under the applicable laws. There are special provisions applied to

some sectors, such as the energy sector or insurance sector that require

notification to, or approval from a relevant public authority prior to a

share transfer; however, such requirements are relevant to the comple-

tion of the share transfer transaction, but not to the continuance of the

activities after such transaction.

On the other hand, in the event of an asset deal in the form of a

business transfer, in order for a business to continue its activities, in

general, the buyer will mostly be required to apply to relevant govern-

mental authorities for the renewal or change to permits and licenses,

including general ones, such as workplace opening and operation per-

mits. In order to be on the safe side, a draft detailed provision should

be made under the relevant agreement regarding the renewal of the per-

mits and licenses of the business in accordance with the mutual under-

standing of the parties.

NEWSLETTER 2014

Official Gazette, 19.06.1932, P. 2128.

AŞIK ZİBEL, Berna

: Transfer of Assets along with Liabilities as in Transfers of Business,

Newsletter, February, 2012,

with-liabilities-as-in-transfer-of-enterprisebusiness/.