Merger between a commercial enterprise and a commercial company

A commercial enterprise is an asset of great importance in terms of commercial law and economics. The Turkish Commercial Code No. 6102 grants special status to commercial enterprises by making exceptions to the fundamental principles of property law based on the principle of integrity of commercial enterprises. Under the principle of integrity, the transfer of a commercial enterprise, leasing, exchange, merger, or change of type, among other structural changes, can be carried out without the need for special transfer procedures for the commercial enterprise's assets, in accordance with the rules of universal succession. While mergers were previously only possible between certain companies under the eTTK, the TTK has expanded this to include commercial enterprises as well. Despite numerous studies on structural changes in the literature, the merger and conversion of commercial enterprises have not been sufficiently examined. In particular, the provision in Article 194 of the TTK regarding the analogous application of structural change provisions leads to uncertainties in practice. The broad scope and diverse legal statuses of commercial enterprises give rise to disputes during the merger process. Despite the flexible provisions of the TCC, these transactions have their own specific rules. Therefore, the aim is to examine the merger of commercial enterprises and commercial companies in detail and address them using legal interpretation methods.