Article On Transfer Of Commercial Enterprise

A. GENERAL

Transfer of assets and transfer of a commercial enterprise are regulated under the Turkish Code of Obligations numbered 6098 ("TCO") and the Turkish Commercial Code numbered 6102 ("TCC") respectively. Transfer of assets and transfer of commercial enterprise are very controversial concepts under Turkish Law which are not easily distinguished under the applicable legislation.

Pursuant to Article 11 of TCC, a commercial enterprise is defined as a business;

1. aiming to make an income exceeding the limit identified for craftsman and
2. that has continuous and independent activities.

In scope of the above, in order to refer to a transfer of commercial enterprise, the above-mentioned conditions should be met in relation to the transferred business in question and the transfer must be made via a written agreement bearing the conditions set out under Article 133 of Trade Registry Regulation (i.e. (i) name-surname of the parties and notification addresses,