Simplified Mergers in Turkey

What is a Simplified Merger?

A simplified merger is a procedure that allows a merger to be completed more quickly by skipping the longer procedural steps that apply to standard mergers under the Turkish Commercial Code.

Who Can Use It?

Under TCC Article 6102, only capital companies — limited liability companies and joint-stock companies — can use the simplified merger procedure. Within that, the parties must satisfy specific ownership structure requirements.

Article 155 Categories

Group I Companies:

• The transferee holds all voting shares of the transferor, or
• A company, individual, or group of persons bound by law or contract holds all voting shares of all the capital companies participating in the merger.

Group II Companies:

• The transferee holds at least 90% (but not 100%) of the voting shares, and
• Minority shareholders are offered:
  • “An option equivalent to the fair value of the transferee’s shares under Article 141”; and
  • Provisions that do not create any additional payment or liability obligation.

What Simplified Means in Practice

Group I Simplifications

Merger Agreement.

The standard merger agreement requires nine separate clauses. For Group I companies, the TCC limits the required content to three:

• Commercial titles, legal status and registered offices of the companies
• Severance compensation, where applicable
• Names of partners with unlimited liability

Exemptions:

• No merger report is required.
• Shareholders do not need to exercise inspection rights over the agreement.
• General Assembly approval is not required.

Group II Simplifications

Merger Agreement.

In addition to the Group I content, partnership ratios and partnership rights must be addressed.

Exemptions:

• All Group I exemptions apply, with the exception of the partnership inspection right.

Conclusion

For groups already structured so that one entity controls another’s voting shares (in full or above 90%), the simplified merger route is materially faster than a standard merger — and worth structuring transactions around where possible.