According to Turkish Commercial Code, the merger of corporations is possible by two ways: the acquisition of merging corporation by the other merging corporation, or acquisition of the merging corporations by the new-establishment corporation. 

To briefly clarify the merger procedure regulated in the Turkish Commercial Code;

According to the Article 146 of Turkish Commercial Code, the merging corporations should draw up the merger agreement and the titles and headquarters of the corporations, acquired shares of the corporations by merger, the date on which the acquired or new-established corporation is entitled to the balance sheet profit and all features related to the entitlement, cash payment of withdrawals, if necessary, names of the shareholders with unlimited liability, if necessary, should be contained on the merger agreement. 

Also, according to the Article 147 of Turkish Commercial Code, the managing bodies of the merging corporations should, individually or jointly, prepare a merger report. This report should contain the purposes and results of the merger, the merger agreement, the exchange ratio of the shares of the corporations, cash payment of withdrawals, if necessary, the amount of capital increase, if necessary, approval from the relevant authority, if necessary, etc.

Each of the merging corporations, according to the Article 149 of Turkish Commercial Code, are obliged to submit;

within 30 days before the general assembly, to the inspections of the shareholders, the holders of the dividend stocks, the holders of the securities issued by the company, the persons with interests and other interested parties, at their headquarters and branches, and also at places to be foreseen by the Turkish Capital Market Board (CMB), if it is a public joint stock company.

After the stipulated inspection period, the general assembly is convened on the determined day and the managing bodies of the corporations present the merger agreement to the general assembly. Merger agreements should be voted at the general assembly with the quorums provided in the Article 151 of the Turkish Commercial Code. If the merger agreement is voted at the general assembly, this will be registered in the Trade Registry and published in the Trade Registry Gazette of Turkey.

According to the Article 156/1 of Turkish Commercial Code; in mergers of corporations, if;

the facilitated merger can be preferred.

In facilitated merger process, the corporations which have the abovementioned points, are not obliged to;

Also, in the capital increase made due to the merger, it is not obligatory to have invested the previous capital. In accordance with the Article 146 of Turkish Commercial Code, merging corporations are only obliged to draw up the merger agreement, including the titles, legal types, headquarters of the corporations, cash payment of withdrawal, names of the shareholders with unlimited liability, if necessary. These corporations may, quickly perform the merger process without providing right to inspect, waiting for the inspection period and presenting the merger agreement to the general assembly.

Pursuant to the Article 155/2 of Turkish Commercial Code, in case the transferee corporation doesn’t have the whole shares of the transferred corporation but has at least 90% of the shares which give right to vote, if;

for the minority shareholders, facilitated merger can be preferred.

The Merging Corporations which have these conditions are also not obliged to;

This merging corporations are obliged to draw up the merger agreement, including the titles, legal types, headquarters of the corporations, cash payment of withdrawal, names of the shareholders with unlimited liability, if necessary; and differently from the merger according to the Article 156/1 of Turkish Commercial Code, right to inspect according to the Article 149 of Turkish Commercial Code should be provided 30 days before the application for registry.