A Division Of Companies

THE DIVISION PROCESSES AND CONSIDERATIONS TO BE FOLLOWED

The operations of the division of the Turkish Commercial Code is arranged between 159 and 179 hereof.

(1) A company or cooperative can be divided into full or partial. The division, the division may be in the form of a full or partial division.

a) The total division, all the assets of the company are divided into portions and transferred to other companies. Shareholders of the divided company acquire the shares and the rights of the transferee company. Full title transferred into or out of the ends and is deleted from the Commercial Register of the company.

b) partial division, some portion of the assets of a company are transferred to other companies. Shareholders of the divided company acquire the shares and the rights of the transferee company, or split, portions of shares in the company in exchange of the transferred assets by the transferee company obtaining the rights to the pup and his company creates.

The protection of the rights and shares of the company;

(1) full and partial division of the company in accordance with Article 140 of the shares and the rights is maintained.

(2) to the shareholders of the transferor company;

a) all the companies participating in the division in proportion to their shares in the company or existing shares of

b) The Division involved in some or all of the existing shares in the company at a different rate according to the proportion of the shares of the company can be allocated. subparagraph (a) The Division in “rate protected”, paragraph (b) The Division in “rate protected”division.

Provisions for the implementation of the division;

a)reduction of capital;

The division due to the reduction of the capital of the transferor company in the case of, 473, 474, 592, based on Article 98 of the Law on cooperatives and cooperatives with articles in Article 473 and Article 474 of this law does not apply.

B) capital increase;

(1) in the capital of the transferee company, the transferor increases the amount that will protect the rights of the shareholders of the company.

(2) in the division, the provisions relating to the same capital do not apply. Due to the division, the registered capital system is not available, even though the ceiling unchanged capital can be increased.

c) The new organization;

(1) The Division of a new company within the framework of the Law on the establishment of this Law shall apply the provisions relating to the establishment of cooperatives. In the establishment of capital companies, the minimum capital the provisions relating to the number and kind of the founders do not apply.

d) balance sheet Dec;

 The balance sheet date, the signature of the division contract or the division of the plan between the date of the arrangement, it is a time where for more than six months, or after removal of the last balance sheet, if significant changes have occurred in the assets of the companies participating in the division, a balance sheet Dec is removed.

THE RIGHT TO REVIEW DOCUMENTS AND DIVISION ;

a) division contract and division plan

A company, division, portions of the existing companies to hand over assets to the division a division is made by the Governing Bodies of the companies participating in a contract.

Company through division, to the newly established companies to hand over portions of the assets if the Governing Body a split plan layout.

Both the contract division the division performed in both of writing of the plan, and must be approved by the General Assembly under the provisions of 173 of them.

The division contract and division plan of the matters to be included in the content;

(1) division contract and division plan specifically;

(a) The Division of companies that take part in trade names, and types

b) active and passive sections of the separation and transfer of assets for the purpose of allocation; clear definition of the inventory for these sections; immovable property, securities, and intangible assets one-by-one list showing

c) offset ratio and the exchange of shares of transferor and transferee the amount payable in accordance with the Partnership on the rights of the partners of the company in the company comments,

(d) the transferee company; redeemed shares, the votes allocated to the shares and rights holders without private rights,

e) The Company shares their style of change,

f) the company shares to which they would be entitled after the date of the balance sheet profit, and the right to this prompt,the properties of

g) the transferor of the transferee company from the date of the company's operation made to the account that has been accepted,

h) members of the management body, managers and persons with administrative rights to the exclusive interests of the inspector,

I) the last business relations the result of division to the transferee company a list of

it contains.

The report of the division;

(1) The management bodies of the companies participating in the division, the division prepare a separate report on; joint report also applies.

(2) Report;

(a) The purpose and results of the division,

(b) The Division Agreement or division plan

c) The amount payable on shares, and in accordance with the rate of change of the offset, especially on the rights of the partners of the transferee company the transferor company comments

d) The determination of the rate of change in the features regarding the valuation of shares

e) if necessary, additional payment obligations which may arise for the shareholders hence the division, and unlimited liability obligations to other personal considerations

f) In case of different types of companies that take part in the division of the partners the new type, due to the obligations in question,

g) if the effects on social workers of the division you are content with the contents of the plan,

h) The Division, the division on the creditors of the companies participating in the effects

explains and shows the reasons why legal and economic aspects.

(3) in the presence of a new organization, the division of the new company will be added to the plan agreement.

(4) subject to the approval of all partners, small and medium-sized companies division of the report, they can withdraw from the arrangement.

The right to review;

 (1) The Division and each of the participating companies from the decision of the General Assembly two months ago, centers, Public Joint Stock Companies where the capital markets Board also considers it appropriate;

(a) The Division Agreement or division plan

(b) Division report

c) The annual report with the financial statements of the last three years and, if applicable, of Dec balance,

provides a review of the partners of the companies in the division.

(2) subject to the approval of all partners, small and medium-sized companies, you may give up the right to review provided for in the first paragraph.

(3) The Division of shareholders of the participating companies and the copies of documents mentioned in the first paragraph that request can be given to them. The price for surrogates or for any expense will not be required.

(4) The Division and each of the participating companies, in the Turkish trade registry Gazette, companies also on the internet site that point a ref (ref instance) post.

The decision of the division;

(1) The provision of coverage set forth in Article 175 after the management bodies of the companies participating in the division, the division Agreement or division plan organ.

(2) ratification of the decision of Article 151 of first, third, fourth, sixth paragraph in accordance with the Regulations prescribed in the quorum for and is taken.

(3) There is the approval decision that are not protected division, the transferor company is taken by at least ninety percent of the partners have the right to vote.

The protection of creditors;

Call

Division of the creditors of the participating companies, Turkish trade registry Gazette, in an announcement to be made three times at seven day intervals (ref instance of an announcement to be posted at the internet site and also equity firms, the receivables reporting and request for the issuance of the guarantees they are called to.

 Securing the receivables in

(1) The Division set forth in Article 174 of the participating companies within three months from the date of publication of the Declaration, creditors are required to guarantee the receivables of the requesting.

(2) The division, with the danger that is subjected to creditors, the proof in the case of a guarantee, my load is eliminated.

(3) if it is to be understood, to the detriment of other creditors welcome to stop by the company instead of showing the collateral to pay the debt.

APPLICATION AND DOCUMENTS ;

(1) full-documents to be given to a manager in the division are as follows:

a)split by the company;

1)in the commercial register to the department a petition (signed by an authorised person with company stamp) the original or certified copy of the power of attorney must be attached).

2)to the presidency of the Chamber of Commerce petition (signed by an authorised person with company stamp) the original or certified copy of the power of attorney must be attached).

3)The Division contract and/or plan for their approval of the General Assembly's decision with a copy of a notary certified copy

4)except for the division, the remaining assets of the separation of exact division and division ratio is protected, whether the division with the points of other companies that are involved in a statement that contains information about trade names and registered offices

5)the land which is subject to the division of the divided company, ship, and intellectual property rights assets, which are recorded in a similar track record with their record and a list of them is registered with the record in question contains information about the goods and relevant records in the Register of rights declares that

6)or the permission of the Ministry or other official institutions in the case of being subject to the approval of this letter of permission or approval

7)subject to audit by the auditor approved by the Board of Directors in other companies in the company balance sheet or as needed balance last Dec.

b)by all other companies in the division;

1)in the commercial register to the department a petition (signed by an authorised person with company stamp) the original or certified copy of the power of attorney must be attached).

2)to the presidency of the Chamber of Commerce petition (signed by an authorised person with company stamp) the original or certified copy of the power of attorney must be attached).

3)The Division contract and/or plan for their approval of the General Assembly's decision with a copy of a notary certified copy

4)The new organization in the organizational documents,

5)fully allocated to the assets of the company divided sections of the sections of the value as certified public accountant or a certified public accountant regarding the determination of the company auditor's report subject to audit or the findings of the report