06.ANA METIN ingilizce.18

commercial enterprise shall not be affected, and the continuity of the

commercial enterprise shall not be damaged as a result of carving out

any asset or element of the business from the transaction

As per this provision, upon the registry and announcement of the

transfer agreement with the trade registry, the business can be trans-

ferred as a whole without requiring separate transactions for the trans-

fer of each asset. Before the TCC entered into force on 1 July 2012,

each asset constituting the acquired business must have been trans-

ferred through a different procedure (e.g. in the event of a conveyance

of an immovable, such conveyance must be conducted before the land

registry office, or in the case of a transfer of vehicles, such transfers

must be made with traffic registry branches or offices of police depart-

ments). To that end, the TCC reflects a very important and positive step

for the entirety of a business transfer. The entirety of the transaction is

achieved through written form, registration and announcement with the

trade registry and notification to other registries by the trade registry.

According to Art. 133/3 TRR, all transfer agreements must be regis-

tered. The registration is institutive, whereby publication has an

explanatory effect that will prevent the

bona fide

acquisition by third

parties. The most important rule for the completion of a transaction is

the notification of other registries by the Trade Registry. As to Art.

135/5 TRR, simultaneously with the registration of the transfer of busi-

ness, the directorate shall notify all of the related registries in order to

tual property rights.

As is clear from the above-mentioned provisions, legislators have

preferred to simplify the business transfer transaction by regulating

one-step registration before the public registries. In addition, the abili-

ty to carve out certain assets, as well as the risks within a business dur-

ing such transfer, can be accepted as an advantage of having an asset

deal.

COMMERCIAL LAW

ERDEM, Ercüment

; The Transfer of Commercial Enterprises pursuant to the Turkish

Commercial Code, Newsletter, July, 2013,

transfer-of-commercial-enterprises-pursuant-to-the-turkish-commercial-code-2/.