Newsletter-21

18 NEWSLETTER 2016 ous outcomes of the registration of the resolution regarding spin-off. Firstly, spin-offs become valid as of the registration. Moreover, com- plete successions actualize, and the assets and liabilities are recorded with the inventory transfers to the acquiring company at the moment of the registration. Lastly, in full spin-offs, the transferred company dissolves via registration. In addition, the issue as to whether personal agreements that are securely attached to persons or agreements, which are non-transfer- rable due to their natures or agreements and that are subject to non- assignment, is also contradictory among the academics 4 . In addition, unless otherwise implied, we are of the opinion that due to the substantial principal of spin-offs that render all of the com- pany assets ex officio transferred to the acquiring company via a single operation as per the law, the agreements shall also be transferred to the company to be incorporated owing to the spin-off. The balance of liabilities and assets must also be considered during spin-off operations. The liabilities and assets that are subject to spin- off operations should be determined in a balanced manner. Both the assets and liabilities must be included with the assets that are subject to the spin-off operation. The sole transfer of liabilities is impossible. Otherwise, the shareholders of the spun-off company shall not be able to acquire equivalent shares in the acquiring company. However, it is not mandatory for the assets and liabilities to be counterbalanced 5 . The assets that are not subject to the spin-off operation, and which are excluded from such operation, are especially significant in terms of full spin-off. The Spin-Off Agreement or spin-off plan may be comprised of regulations regarding the assets to be excluded from the spin-off operation. If there are no such regulations, the provisions under Art. 168 of the TCC shall be applied. The first paragraph of such Article regulates the rules to be applied in cases of full and par- tial spin-offs. Pursuant thereto, it is envisaged that with regard to the 4 Pulaşlı Hasan , 6102 Sayılı Türk Ticaret Kanununa Göre Şirketler Hukuku Şerhi, Ankara 2011, p. 203. 5 Tekinalp Ünal , Sermaye Ortaklıklarının Yeni Hukuku, 4th Edition, Istanbul 2015, p. 727.