Transfer of commercial enterprise

ABSTRACTMaster Degree with ThesisTransfer of Commercial EnterpriseDilek KARAMANDokuz Eylul UniversityInstitute of Social SciencesDepartment of Private LawAssignment of commercial enterprise as an integrity has become an issueabout which counselors at law had reasoned since late 19th century. Assignmentof assets and liabilities of a commercial enterprise has been regulated under theprovisions of the article 179 of Debts Law. It is possible to determine the scopeof assets of a commercial enterprise on the basis of tangible and intangibleelements specified in the article 11/II of Turkish Trade Code. Accordingly anyelement allocated continuously in order to operate a commercial enterprise suchas facilities, right of being tenant, commercial title, patent, brand, any modeland picture related to an art or appertaining to a person shall be among theassets of a commercial enterprise unless otherwise specified. Therefore, in theevent of assignment of a commercial enterprise in whole, tangible and intangibleelements set forth in the article 11/II of Turkish Trade Code shall be in scope ofassignment unless otherwise specified.Transfer contract may actually not have a certain format. However,transfer contract does not have a real impact. Assignment of each asset shall becompleted upon realization of the relevant proceeding. For instance, transfer oftitle deed for real estates, assignment of possession for movables, assignment ofreceivables for transfer of the same should be completed. Conveyance of debtsinstead may be realized upon notification of assignment to creditors and uponpublication thereof, thus no other proceeding would be required. Transfer of anenterprise is subject to certain conditions and to inspection of CompetitionBoard under the provisions of the law concerning Protection of Competition(RKHK) and the relevant legislation.Liabilities of an enterprise are also contained in the scope of the transferthereof; however any particular agreement for transfer of debts between theparty assuming the debts and the creditor shall not be required in order toconvey debts to assignee. Debts shall deem to transit without any consent ofcreditors ?upon delivery of notice to the creditor or publication thereof on anewspaper?. Should the debtor person be substituted without consent of thecreditor, enactor keeps the former debtor responsible of such debt jointly withthe present debtor for a period of two years in order to cover any risk arisingfrom such substitution. Such period starts with the date of notification orpublication of debt for debts due and payable, and it shall start with the date onwhich such debts would become due and payable for other debts.Key Words: 1) Commercial Enterprise, 2)Transfer Agreements, 3)Trade RegisterStatute, 4)Assignee, 5) Debt