Businesses may restructure their companies through mergers, partial or complete spin-offs for managerial, financial, economic, technical and tax reasons. Partial and full spin-off transactions have tax advantages and both types of spin-offs are exempt from tax in tax laws.

Spin-off is done in two ways: partial spin-off and full spin-off.

1-) Full Spin-off; It is a spin-off in the form of transferring all assets, receivables and payables to two or more existing or newly established capital companies or cooperatives at their registered values by dissolving a capital company or cooperative without liquidation and giving the shareholders of the transferred capital company or cooperative participation shares representing the capital of the transferee capital company or cooperative.

2-) Partial Demerger; It is a demerger in the form of transferring the real estates and participation shares, production facilities, service units and all kinds of rights and goods included in the balance sheet of a capital company or cooperative to one or more existing or newly established capital companies or cooperatives at their registered values, and in return, the shareholders of the transferring company or cooperative or the company or cooperative itself are given participation shares representing the capital of the transferee capital company or cooperative.

A company merger, on the other hand, is realized by the spontaneous acquisition of the shares of the transferee company by the shareholders of the transferee company in exchange for the assets of the transferred company, according to an exchange ratio. In a merger, at least one company is dissolved without liquidation. With a merger, the acquiring company takes over the assets of the transferred company as a whole.

There are two types of merger;

1-) Acquisition of one commercial company by another, “merger by acquisition”

2-) “Merger in the form of a new organization” when commercial companies come together in a new company

Merger, full and partial spin-off transactions create restructuring, financial, economic and tax advantages for companies, as well as important obligations and conditions for the protection of company shares, rights and company creditors. As Vertax, we meet your needs for the management of financial and legal processes related to full and partial spin-offs and mergers, and we carry out all these transactions smoothly, taking into account the regulations of the sector in which you operate.

We provide the following services with our expert staff within the scope of company merger and full and partial company division transactions;

• Preparation of the CPA / CPA determination report for the spin-off process,
• Preparation of a report on the determination that the Small and Medium-Sized Enterprise meets the Small and Medium-Sized Enterprise criterion, where necessary,
• Announcement of the call for the creditors to declare their receivables and to request the provision of collateral in the registry gazette,
• Preparation of the spin-off agreement/plan,
  Preparation of the general assembly resolution of the spin-off and other companies participating in the spin-off regarding the approval of the spin-off agreement/plan,
• Preparation of a list of the property and rights of the demerged company registered in the land registry, ship registry, intellectual property registry and similar registries, and preparation of statements containing the registries in which they are registered and the information regarding the records of the said property and rights in the relevant registries and their values,
• Preparation of the CPA determination report for the spin-off transaction,
• Preparation of other documents required according to the management and company status of the spin-off process
• Conducting the procedures of the general assembly for the merger transaction,
• Preparation of the merger agreement,
• Preparation of the merger report,
• Preparation of the CPA / CPA determination report for the spin-off transaction,
• Preparation of other documents required according to the management and company status of the merger process