Transfer Of Commercial Business And Legal Consequences Of The Transfer - Contracts and Commercial Law

The commercial enterprise is a reference point in the definition and determination of many elements since it is the concept that is taken as "center" in the Turkish Commercial Code (TCC) No. 6102. Commercial enterprises are subject to many legal transactions as important economic factors. One of the most common of these is undoubtedly the agreements on the transfer of commercial enterprises.

In this bulletin, the elements of commercial enterprises, being the subject of the transfer agreement, the validity conditions of the agreements, the obligations of the parties before and after the transfer and the consequences of the transfer in terms of the provisions of Commercial Law, Law of Obligations, Labor Law and Execution and Bankruptcy Law are mentioned.

Keywords: Commercial Enterprise, Transfer of Business, Transfer Agreement, Transfer of Assets, Transfer of Contracts, Joint Liability, Trade Name, Trademark, Tenancy Right.

1. Definition and Elements of Commercial Enterprise

It is necessary to determine the scope and application conditions of the transfer agreement of commercial enterprises, firstly, it is necessary to look at which enterprises should be understood when a commercial enterprise is mentioned. Because not every business is a commercial enterprise. To refer to a commercial enterprise, the definition given in Article 11/1 of the TCC should be considered. According to this, "Commercial enterprise is a business in which activities are carried out continuously and independently, aiming to generate income exceeding the limit stipulated for the artisan enterprise." Based on the definition, it is understood that artisan enterprises are not technically commercial enterprises. In addition, the transfer of branches of a commercial enterprise cannot be the subject of a commercial enterprise transfer within the meaning of the TCC, since it does not provide the independence element in the definition. The transfer of tradesmen's businesses and other places considered as workplaces is still possible in accordance with the Turkish Code of Obligations; however, due to our topic, only explanations regarding the transfer of commercial enterprises will be made.

There are many tangible and intangible elements in the assets of a commercial enterprise. The tangible elements meet the tangible and visible assets. For instance, buildings, tools, and equipment, machinery belonging to the enterprise are tangible assets. Intellectual property rights (trademark, patent, etc.), tenancy rights, and internet domain names, which are included in the assets of the enterprise and can sometimes be more valuable than tangible goods, are intangible assets. The subject of the transfer of commercial enterprise is the transfer of this property. The problem arises in determining which elements the transfer covers when transferring a commercial enterprise.

2. Scope of Commercial Enterprise Transfer Agreement

While determining which elements will be covered by the transfer of the commercial enterprise, both Article 11/3 of the TCC and Article 202 of the Turkish Code of Obligations should be evaluated together. In Article 202 of the Turkish Code of Obligations, it is mentioned that an asset or business is transferred together with its assets and liabilities. In the transfer of a commercial enterprise, both the elements included in its assets and the debts and receivables of the enterprise will be included in the transfer. However, it should not be understood from this provision that all assets and liabilities of the enterprise must be transferred completely. The parties can determine the content of the transfer agreement themselves. They may exclude some assets or liabilities from the transfer agreement. However, this has a limitation. The criterion here is that the transferred state of the enterprise has the "operating capability", that is, it is suitable to continue its activities. The continuation of the activities of the business enterprise should be possible in its acquired status.

The parties will be able to clearly determine which elements are included in the transfer when making the commercial enterprise transfer agreement. If not, which elements will be deemed to have been transferred together with the commercial enterprise have been determined in the TCC. Accordingly, the transfer of a commercial enterprise will be assumed to cover:

fixed assets,
business value,
the right of tenancy,
trade title,
intellectual property rights,
assets that are constantly assigned to the business.

"According to the integrity principle regulated in Article 11 of the TCC No. 6102, unless otherwise stipulated, the transfer agreement is deemed to include fixed assets, business value, tenancy right, trade name and other intellectual property rights, and assets that are permanently assigned to the business. Since the contract concluded between the parties does not stipulate otherwise, it must be accepted that the transfer contract also covers the transfer of the right of tenancy arising from the lease contract between the defendant and the extrajudicial lessor.

In the contract made, the parties may decide otherwise and ensure that some business elements are excluded from the scope of the transfer. The only exception to this situation is the provision that the trade name cannot be transferred separately from the commercial enterprise. What is prohibited by this, is not that the trade name must necessarily be transferred, but that it must be transferred together with the commercial enterprise. Otherwise, the trade name may be excluded from the scope of the transfer, but the transfer of the trade name alone will not be possible.

The assets and liabilities that are available at the establishment stage of the commercial enterprise or that were specific to the activity of the commercial enterprise after its establishment is within the scope of the transfer of the commercial enterprise. The assets and liabilities specific to the activity of the commercial enterprise are determined according to the will of the trader. If the merchant shows it in his/her commercial records, for example, in his/her commercial books, balance sheet, inventory book, that good or debt is considered to be specific to the commercial enterprise; It does not matter whether it is actually used in the business or not.

To summarize, in principle, the transfer agreement of the commercial enterprise covers the enterprise as a whole. However, the transfer of all elements is not compulsory. The parties may exclude some elements from the scope of the transfer if they wish. The elements that can be excluded will vary according to the subject, type, and field of activity of each business. In the concrete case, the essential elements of the business should be transferred. If some elements have been deactivated and transferred, the transferred elements must form a commercial enterprise.

3. Form and Content of the Commercial Enterprise Transfer Agreement

A written contract is required for the transfer of a commercial enterprise. A commercial enterprise cannot be transferred on the basis of a contract that is not made in ordinary written form. Then, this contract must be registered and announced in the Trade Registry. The moment of registration of the contract should be taken into account. Because, as will be mentioned later, the ownership of the assets belonging to the enterprise is transferred with the registration of this contract. The announcement should be understood as an explanatory procedure deemed necessary in order to eliminate the goodwill of third parties.

The following elements are written in the transfer agreement:

Name, surname and title and notification address of the parties,
Excluded elements of the commercial enterprise,
An unconditional declaration that the commercial enterprise has been transferred as a whole and to ensure its continuity,
Selling price and payment terms of the commercial enterprise.

Apart from the above clauses specified in the contract, the parties are required to elaborate and clarify the contract. In particular, in order to prevent future disputes, a transfer inventory should be prepared, the transferred goods, rights, receivables, and debts should be clearly stated, and most importantly, if there are elements that are desired to be excluded from the scope of the transfer, these should be clearly written in the contract.

4. Competition Board Permission

Pursuant to the Law on the Protection of Competition No. 4054, "In order to create a dominant position or to strengthen an existing dominant position, mergers or acquisitions, which may result in a significant reduction in competition in any goods or services market in the whole or part of the country, are prohibited, and the Competition Board must be notified and permission must be obtained in order for which mergers and acquisitions to gain legal validity." In a merger or acquisition transaction permission must be obtained from the Competition Board, if

the sum of the Turkish revenue of the transaction parties is one hundred million TL and the Turkish revenue of at least two of the transaction parties separately is thirty million TL or
In acquisition transactions, if the revenue of at least one of the transaction parties in Turkey exceeds thirty million TL and in merger transactions if the world revenue of at least one of the other transaction parties exceeds five hundred million TL. Otherwise, the transfer will be invalid.

When converting an enterprise's annual turnover calculated in foreign currency into TL, the average buying rate of the Central Bank of the Republic of Turkey in the financial year in which the turnover is realized is considered.

5. Rights and Obligations Arising from the Commercial Enterprise Transfer Agreement

With the transfer of a commercial enterprise, the transferring merchant loses the title of the merchant, if he/she does not have another commercial enterprise. It transfers its commercial enterprise to the other party as a whole with its assets and liabilities.

1. Debt of Transfer of Assets and Rights

The transfer of assets to the other party in the transfer agreement of the commercial enterprise is regulated in the TCC. The title of this regulation is "the principle of integrity". According to the article, the commercial enterprise can be transferred as a whole without the necessity of making compulsory savings transactions for the transfer of the assets it contains. This means: The rights, which are normally legally acquired by registration with various registries, can only be acquired by registering the commercial enterprise transfer agreement to the trade registry, without this registration process. For instance, after the transfer agreement, there is no need for real estate to be registered in the land registry, and intellectual property rights such as trademarks or patents do not need to be registered in their own registers. The purpose of the regulation is based on principles such as facilitating business transfers and procedural economy.

In short, with the transfer of a commercial enterprise, it is concluded that the assets, the value of the enterprise, the right of tenancy, the trade name and other intellectual property rights and the elements of assets that are constantly assigned to the enterprise are transferred without the need for separate registration. Some of them will be mentioned below.

1. Transfer of Fixed Assets

Machinery, tools, production buildings, warehouses, etc. real estates, and vehicles belonging to a commercial enterprise, raw materials, finished and semi-finished materials used by the commercial enterprise in production constitute the fixed assets of that commercial enterprise.

2. Transfer of Business Value

This concept is also called "good-will". In the simplest terms, it is the value that the commercial enterprise has gained together with the customer environment it has achieved so far.

3. Transfer of Tenancy

If the immovable in which the commercial enterprise continues to operate is used based on the lease agreement, the tenancy right arising from this will also belong to the transferee. According to Article 323 of the Turkish Code of Obligations, the provision that the lessor cannot abstain from approving the right of tenancy, unless there is a justifiable reason, also supports this.

4. Transfer of Trademark

According to the law, the transfer of commercial enterprise results in the transfer of the trademark. However, the parties may determine by contract that the trademark will not be transferred. Trademarks are acquired by registration in the trademark registry. However, in the transfer of a commercial enterprise, it is considered transferred only by the registration of the transfer of the commercial enterprise in the trade registry without registration in the trademark registry. It should also be noted that unregistered trademarks can also be transferred with the transfer of a commercial enterprise. Trademarks can be transferred together with the commercial enterprise, or they can be transferred independently from the commercial enterprise.

2. Transfer of Debts and Liability from Debts

The issue of the transfer of debts with the contract of transfer of commercial enterprise is regulated in the Turkish Code of Obligations. According to Article 202 of the Turkish Code of Obligations, "The person who takes over an asset or a business together with its assets and liabilities, shall be liable for the debts in the assets or the business against them, starting from the date it notifies the creditors or announces it with an announcement to be published in the Trade Registry Gazette for commercial businesses and in one of the newspapers distributed throughout Turkey for others."

In the continuation of the article, it is regulated that the transferor and the transferee will continue to be jointly and severally liable for these debts for two years. The mentioned period is a period of disqualification. The beginning of the period starts from the date of notification or announcement for due debts. For non-due debts, this period will start from the due date of the debt. In the last paragraph, it is stated that this period will not run if the transferee does not make the notification or announcement.

The two-year joint liability principle is a provision to protect the creditors of the commercial enterprise. Because during the transfer, the transfer permission or approval of the creditors is not sought. It is aimed to ensure that the creditors, who will be faced with a brand-new debtor, apply to both the transferor and the transferee. For more detailed information; https://www.solmazlaw.com/en/transfer-of-debts-and-liability-for-debts-in-commercial-business-transfer-1/

The Court of Cassation approved the following decision: which was made about the defendants who wanted to harm their creditors by making collusive transfers, that is, by getting rid of the company's debts, even though there is actually no commercial enterprise transfer in question:

".. claiming that the debtor company and the defendant company are in bad faith, the debtor company only changed their titles in order to smuggle goods from their receivables, the transfers made are collusive, as it can be understood from the Trade Registry Gazette, the defendant company was founded on 04.06.2014 and at that time the debtor company was also at the same address at that time and changed its address on 17.07.2014 approximately 1.5 months later, as such, all transactions between companies are collusive transactions in order to leave their clients' rights and receivables fruitless, that the majority of the employees of the company are the same, and without prejudice to their rights regarding the surplus, demanded and sued for the collection of 80.000.- TL with legal interest to be accrued as of the date of the lawsuit... the defendant company, S.Ö. Saglik Hiz. Ins. Gida San. Tic. Ltd. Sti. has taken over the enterprise named Ö.S.Tip Merkezi, and all the operating rights of this enterprise, all the fixtures and all medical units in the enterprise, for a price of 10.000.- TL, with the operating rights, with the operating rights transfer agreement, dated 27.06.2014, numbered 4874 by the Suruç Notary Public. In this context, ... to accept the case on the grounds that in the examination of SGK records and other records and documents in the file, many employees of the debtor Suruç Özel Saglik Hiz. Ins. Gida San. Tic. Ltd. was transferred to the defendant company after the transfer of operation and at the same time, Özel Suruç Tip Merkezi was transferred to the defendant company, by Article 202 of the Turkish Code of Obligations, No. 6098 in force as of the date of the transfer of the operation, it is clear that the operation belonging to Özel Suruç Tip Merkezi and all the rights and fixtures belonging to this enterprise has been transferred within the scope of the operation transfer protocol between the parties, that the fields of activity of both companies are the same, that S.A, who is the shareholder of the defendant company, is also an employee of the debtor company, in this context, although two separate legal entities seem to exist, that both companies continue their commercial operations in the same hospital and since continuity is essential in commercial enterprises, that the next company is a continuation of the previous one, that the defendant company is liable for the debts of the debtor company pursuant to Articles 134, 135, 136, 180 and 184 of the TCC, as well as in accordance with the rules of universal succession, taking into account the articles of 202 of TCC and the following, that the defendant company and the debtor company are in agreement and cooperation in order to prevent the claimants from taking their receivables,..."

As mentioned above, some elements of the business may be excluded from the scope of the transfer. In this context, it may be decided not to transfer some debts of the business to the transferee. However, according to the prevailing view in the doctrine, the agreements regarding the non-transfer of some of the debts or the amount to be responsible for the debt amount will only be valid between the transferor and the transferee. These limitations are not valid for the creditors and cannot be submitted against them. According to another view, liability for certain debts can be limited and this limitation can be asserted against creditors when they are notified and announced.

Another problem arises at the point of whether the transferee will be held responsible for debts that he/she did not know, unexpected, and could not foresee during the transfer. In accordance with the principle of trust, it is considered that the transferee should not be held responsible for such debts.

2. Non-Compete Debt

When making a transfer agreement, the parties can add a non-compete clause to this agreement, or they can also make a non-compete agreement. However, according to the general acceptance, even if the parties do not make such an agreement, in accordance with the good faith in Article 2 of the Turkish Civil Code, it is forbidden for the transferor to operate in the same environment and in the same sector and attract the transferee's clientele. In this case, the transferee may also be protected according to the unfair competition provisions. According to the contrary view, such a prohibition cannot be understood only from Article 2 of the Turkish Civil Code due to the freedom of contract and the freedom to establish a private enterprise.

3. Transfer of Contracts

The status of employment contracts, license contracts, insurance contracts, and lease contracts, which are important for a commercial enterprise to continue its activities, should also be examined. Since it is not explicitly stated that contracts belonging to the enterprise will be transferred together with the commercial enterprises, the transfer of the contracts will be subject to the general rules. In accordance with the general principles of the Law of Obligations, the transfer of a contract is possible in two ways; first is to conclude a new three-party contract, and second is to approve the contract made by the two parties, by the remaining party in the contract. In the transfer of a commercial enterprise, the transfer of contracts should be provided by one of these methods.

An exception to this situation has been introduced in the Labor Law regarding employment contracts. Pursuant to Article 6/1 of the Labor Law, in the event of the transfer of the workplace or a part of the workplace, the employment contracts existing at the workplace or in a part of the workplace on the date of transfer are transferred to the transferee with all their rights and debts. In case of transfer, the transferor and the transferee employer are jointly responsible for debts arising before the transfer and to be paid on the date of transfer. However, the responsibility of the transferor is limited to two years from the date of transfer. For more information on this subject please visit; https://www.solmazlaw.com/en/the-effect-of-transfer-of-commerical-businesses-and-workplace-on-employment-contracts/

Another exception occurs in insurance contracts. Pursuant to Article 1303/1 of the TCC, unless otherwise agreed, if the owner of the insured property has changed during the term of the insurance contract, the rights and obligations arising from the insurance also pass to the new owner. The insurer will be able to apply to the former owner for premium debts.

6. Is the Agreement for Transfer of Commercial Operation Right through Privatization Considered as Commercial Enterprise Transfer?

Before concluding the issue of transfer of commercial enterprise, it is necessary to mention a dispute that is the subject of the Court of Cassation's decisions.

The issue of whether the transfer of operating rights of a publicly owned commercial enterprise through privatizations can be considered a commercial enterprise is in dispute in the latest Court of Cassation's decisions. As the majority opinion of the Court of Cassation, this transfer is not a transfer of commercial enterprise, therefore the provisions of joint liability cannot be applied for debts arising from the results of the transfer of commercial enterprise. It is that the dispute should be resolved between the parties in accordance with the provisions of the Transfer of Operating Rights Agreement. However, there are dissenting votes in the resolutions, deviating from this view, and stating that they are in the nature of commercial enterprise transfer and that the provisions of the Turkish Code of Obligations should be applied.

"It is understood that the plaintiff company started to operate as a separate legal entity from TEDAS as of 01.03.2005, with all its capital belonging to TEDAS, and then the Operating Rights Transfer Agreement(ORTA) was signed between the plaintiff company and TEDAS on 24.07.2006, with the Share Sale Agreement dated 31.08.2010, that all of the shares of the plaintiff company belonging to TEDAS were transferred to Ulug Enerji Dagitim ve Perakende Satis A.S, however, that the provisions of the ORTA dated 24.07.2006 are reserved in Article 9.4 and 22 of the Share Transfer Agreement.
As a matter of fact, with the ORTA dated 24.07.2006 issued between the parties, the operating right of the movables and immovables required for the operation of the distribution system, distribution facilities and distribution facilities located in the electricity distribution region and under the responsibility of TEDAS, provided that the property right is reserved, has been transferred to the plaintiff company, and the responsibility arising from the distribution activity is shared periodically with Article 7 of the contract.

"...Considering that; that the portion of the usage fee accrued in the period before 24.07.2006- which accrued for the period between April 2003 and August 2006, which is the subject of the recourse request and paid by BIS Enerji Elektrik Üretim A.S.- occurred before the signing of the ORTA, that is, during the period when the distribution activity was carried out by TEDAS,; therefore, the plaintiff made payment based on the lawsuit filed by the third party; in accordance with Article 7.4 of the ORTA, the defendant is responsible for the part that corresponds to the period before the ORTA dated 24.07.2006; and that the plaintiff has a separate legal personality from TEDAS since 01.03.2005; that the provisions of ORTA are reserved in the Share Transfer Agreement, a decision should be made according to the outcome, but it was not considered correct to reject the case in writing in terms of this part, and the decision of the plaintiff's attorney had to be reversed for the benefit of the plaintiff, with the acceptance of the objections of the plaintiff's attorney.
3-As for the examination of the defendant's attorney's appeals; It was argued by the defendant party that the plaintiff demanded a price other than the receivable that was decided in the base court decision, that the plaintiff deducted 4,026,285,19 TL while making the payment to the non-litigation company and that the plaintiff was enriched without any reason.

In the dissenting letter of the decision, it was argued that the transfer was in the nature of a commercial enterprise transfer through share transfer:

"In the transfers within the scope of privatization, such dispositions of the administration are subject to the provisions of private law, and it is not stated in the Law on Privatization Practices that the provisions of the Code of Obligations will not be applied. In that case, Article 179 of the abrogated Code of Obligations can be applied to these dispositions subject to the provisions of private law. On the other hand, what is usual in the transfer of a commercial enterprise is to include the assets of the enterprise, as well as the liabilities, in the scope of the transfer, so that the liabilities are transferred as a whole together with the assets that constitute the guarantee of the liabilities.
After the determinations and explanations made above, when it comes to the concrete event; When the Operating Rights Transfer Agreement was concluded, 100% of the plaintiff company's shares belonged to the defendant TEDAS, and upon the Privatization Administration's bid for 100% of the defendant's shares, all the shares were purchased by the non-litigation company and a share sale agreement was signed. In this context, there is no doubt that the dispute will have to be resolved according to the share sale agreement, which is in the nature of a commercial operation transfer that provides 100% transfer of the shares."

CONCLUSIONS AND RECOMMENDATIONS

Commercial enterprises are the reference concept of commercial life and our Commercial Code. The efficient operation and continuity of commercial enterprises as much as possible is also a requirement of the economic policy. In this sense, commercial enterprises are frequently transferred due to being unable to continue their commercial activities or for the purposes of growth, renewal, changing the sector.

Although such clear regulations regarding the transfer of commercial enterprises were introduced for the first time in the new TCC with Article 11, there are still many disputes regarding transfer agreements. Since the transfer of commercial enterprises is not regulated in detail in the law, the detailing of the transfer agreements and transaction security is left to the parties to some extent. In order not to encounter such problems, we think that the elements transferred during the transfer of commercial enterprises and the elements that are excluded should be clearly identified in an inventory to be added to the contract. And although the validity of the transfer agreement in written form is considered sufficient, we believe that it would be in favor of the parties to make the transfer agreements formally in the presence of a notary, just like commercial enterprise pledges. With our approach that always prioritizes the interests of our clients, we would like to remind you that professional legal support will yield positive results when making a transfer agreement to avoid problems in the future.

Sincerely.

Footnotes

Turkish Commercial Code Justifications, Article 11. (access: http://www.ticaretkanunu.net/wp-content/uploads/2010/04/Turk-Ticaret-Kanunu-Madde-Gerekceleri.pdf, access date: 18.01.2021).

²Decision Concerning the Separation of Tradesmen and Artisans and Merchant and Industrialists (Official Gazette dated 21.07.2007 and numbered 26589).

³ZEYTINCI, Merve, Ticari Isletmenin Devredilmesi ve Bundan Dogan Sorumluluk, Yüksek Lisans Tezi, Süleyman Demirel Üniversitesi Sosyal Bilimler Enstitüsü Özel Hukuk Anabilim Dali, Isparta, 2016, p.21(access: http://tez.sdu.edu.tr/Tezler/TS02215.pdf, access date:18.01.2021).

⁴ The decision of 11. Civil Chamber of the Court of Cassation (Court Merits No. 2019/1998, Decision No. 2020/5667 of 03.12.2020).

⁵ARICI, Mehmet Fatih, Ticari Isletmenin Aktif ve Pasifi ile Devri, Doktora Tezi, Istanbul Üniversitesi Sosyal Bilimler Enstitüsü Özel Hukuk Anabilim Dali, Istanbul, 2007, p.43(access: http://nek.istanbul.edu.tr:4444/ekos/TEZ/43356.pdf, access date:18.01.2021).

⁶ ZEYTINCI, ibid., p.22; ARICI, ibid., p.83-84.

⁷AYHAN, Riza/ÖZDAMAR, Mehmet/ÇAGLAR, Hayrettin, Ticari Isletme Hukuku, 2014, Yetkin Yayincilik, Ankara, p.137.

⁸AKAY, M. Hasanali, "Ticari Isletme Devrinde Güncel Sorunlar(6102 sayili TTK madde 11/3 kapsaminda)", Istanbul Medipol Üniversitesi Hukuk Fakültesi Dergisi, 1(1), Bahar, 2014, p.167.

⁹Article 11/3 of TCC; Article 133/2 of Trade Registry Regulations.

¹⁰AYHAN/ÖZDAMAR/ÇAGLAR, ibid., p.139.¹⁰ERDEM, Ercüment, "Türk Ticaret Kanunu Uyarinca Ticari Isletmenin Devri", p.1001(Author's Note: This article has been prepared based on the paper presented at the Symposium on French-Turkish Law of Obligations Reforms organized by Istanbul University Faculty of Law and Association Henri Capitant on April 9, 2012.),(access: https://journal.yasar.edu.tr/wp-content/uploads/2014/01/28-Erc%C3%BCment-ERDEM.pdf).

¹¹ERDEM, Ercüment, "Türk Ticaret Kanunu Uyarinca Ticari Isletmenin Devri", p.1001(Author's Note: This article has been prepared based on the paper presented at the Symposium on French-Turkish Law of Obligations Reforms organized by Istanbul University Faculty of Law and Association Henri Capitant on April 9, 2012.),(access: https://journal.yasar.edu.tr/wp-content/uploads/2014/01/28-Erc%C3%BCment-ERDEM.pdf).

¹²Article 133/2 of Trade Registry Regulations.

¹³ERDEM, ibid., p.1013.

¹⁴Article 7 of Communiqué No. 2010/4 on Mergers and Acquisitions Requiring Permission from the Competition Board.

¹⁵Guidelines on Related Enterprise, Turnover and Ancillary Limitations in Mergers and Acquisitions, (https://www.rekabet.gov.tr/Dosya/kilavuzlar/birlesme-ve-devralmalarda-ilgili-tesebbus-ciro-ve-yan-sinirlamalar-hakkinda-kilavuz1-20180406165611040.pdf).

¹⁶ARICI, ibid., p.76.

¹⁷Article 11/2 of TCC.

¹⁸AYDIN, Sema/KAPLAN, Hasan Ali/SEN KALYON, Arzu, "Ticari Isletme Devri ve Devrin Hukuki Sonuçlari", Gazi Üniversitesi Hukuk Fakültesi Dergisi, volume:XVII, year:2013, issue:1-2, p.239.

¹⁹AYDIN/KAPLAN/SEN KALYON, ibid., p.239.

²⁰AYDIN/KAPLAN/SEN KALYON, ibid., p.240.

²¹AYDIN/KAPLAN/SEN KALYON, ibid., p.240.

²² Article 6 of Decree-Law No. 556 on the Protection of Trademarks.

²³ARICI, ibid., p.134.

²⁴Article 15/1, 16/2 of Decree-Law No. 556 on the Protection of Trademarks.

²⁵ The decision of 11. Civil Chamber of the Court of Cassation (Court Merits No. 2020/1855, Decision No. 2020/4642 of 02.11.2020), see also. The decision of 11. Civil Chamber of the Court of Cassation (Court Merits No. 2020/2569, Decision No. 2020/1848 of 20.02.2020)

²⁷ARICI, ibid., p.85.

²⁸ ARICI, ibid., p.27-28.

²⁹AKAY, ibid., p.174.

³⁰ Article 6/3 of Labor Law.

³¹ The decision of 11. Civil Chamber of the Court of Cassation (Court Merits No. 2019/4473, Decision No. 2020/1414 of 17.02.2020), Also see. The decision of 11. Civil Chamber of the Court of Cassation (Court Merits No. 2018/4103, Decision No. 2020/1026 of 06.02.2020)

For the provisions of the Turkish Commercial Code and related legislation, the book "KENDIGELEN, Abuzer, 2013, Notlu Türk Ticaret Kanunu, XII Levha Yayinlari, Istanbul" was used.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

Turkey: Transfer Of Commercial Business And Legal Consequences Of The Transfer