The Regulation on the Procedures and Principles Regarding the Merger of Sports Clubs and Transfer of their Assets is Published
The Regulation on the Procedures and Principles Regarding the Merger of Sports Clubs and Transfer of Assets (Regulation) entered into force through publication in the Official Gazette dated 14.09.2022 and numbered 31953.
The Regulation establishes the procedures and principles regarding (i) the merger of sports clubs registered with the Ministry of Youth and Sports (Ministry), and (ii) the transfer of one or more of their sports branches to another sports club or sports joint stock company as a whole with its active and passive assets (transfer of assets).
Main novelties introduced by the Regulation are summarized below:
- Sports clubs may merge only by acquiring another sports club, with the resolution to be taken at a general assembly meeting attended by at least three quarters of the total number of the members and with the vote of at least the absolute majority of those attending the meeting.
- Mergers may only take place between sports clubs located in the same city.
- As a result of the merger, all assets and liabilities, sportive history and achievements of the acquired sports club, whose legal personality is terminated without liquidation and deleted from the sports clubs registry, at the time of registration shall be automatically transferred to the acquiring sports club.
- Following the merger, the members of the acquired sports club shall automatically become members of the acquiring sports club.
- Transfer of assets of sports clubs may only take place with the resolution to be taken at a general assembly meeting to be attended by at least three quarters of the total number of members and with the vote of the absolute majority of those attending the meeting.
- Through the transfer of assets, all assets and liabilities of the acquired sports branch (transferor) at the time of registration shall be automatically transferred to the acquiring sport club (transferee), while leagues and similar classification rankings of the acquired sports branches and the rights arising from these shall be preserved.
- In case of transfer of assets, the transferor and the transferee shall be jointly and severally liable for the obligations arising before the registration of the transfer decision, provided that the causes giving rise to the obligations arose before the registration date.
- Merger and transfer of assets are subject to the consent of the Ministry. These transactions shall become valid upon registration by the Ministry in the relevant registry.
- Merger, division and transfer of assets between sports joint stock companies and asset transfers from sports joint stock companies to sports clubs are not covered by the Regulation.
- The provisions introduced by the Regulation for publicly traded sports joint stock companies shall be applicable as long as they do not deviate from the regulations introduced by the capital markets legislation.
The Regulation also set forth the application procedure, time and required documents for mergers and transfers of assets, as well as the examination procedure and acceptance criteria for applications.
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