Vircon Legal advises companies on mergers, demergers, conversions, asset transfers, and pre-exit reorganizations under the Turkish Commercial Code (TTK Articles 134–194). We work with founders, private equity sponsors, and family offices to design restructuring transactions that achieve their commercial objectives while preserving tax neutrality, regulatory compliance, and corporate continuity.
Pre-exit restructuring is one of our recurring engagements: separating operating assets from holding structures, isolating IP into licensable subsidiaries, carving out non-core business lines, or implementing the parent-subsidiary architecture that strategic acquirers prefer. We coordinate with tax advisors to ensure each step satisfies the Corporate Tax Law’s tax-neutral merger provisions.
For distressed scenarios, we work on debt restructuring, concordato proceedings, and creditor negotiations. For growth-stage companies, we handle the share-class conversions and capital-structure adjustments required for new investment rounds.
Our Company Restructuring practice includes, but is not limited to, the following:
- Tax-neutral mergers under TTK and Corporate Tax Law
- Spin-offs, carve-outs, and demergers (kısmi/tam bölünme)
- Asset and business transfers
- Pre-exit corporate reorganization
- Holding-subsidiary structure design
- Share-class conversions and capital restructuring
- Domestic and cross-border mergers
- Conversion between legal forms (A.Ş. ↔ Ltd. Şti.)
- Debt restructuring and concordato (composition) proceedings
- Creditor consent and waiver negotiations
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Frequently Asked Questions
When is a merger or demerger tax-neutral in Türkiye?
Under Corporate Tax Law articles 19–20, a full merger or demerger at book values with continuity of the enterprise does not trigger corporate tax. Partial demergers have stricter conditions — participation shares or production/service units must be transferred as a functioning whole. Breaking a condition converts the step into a taxable disposal.
How long does a statutory merger take?
Typically two to four months: interim balance sheets and valuation, merger agreement and board reports, general-assembly approvals on both sides, and trade-registry registration. SMEs can waive some reports with unanimous shareholder consent, which shortens the timeline.
When is concordato the right tool?
Concordato suits a fundamentally viable business facing a liquidity crunch: it provides court-ordered protection from enforcement while a restructuring plan is negotiated with creditors. Courts grant a three-month temporary period, extendable through the definitive phase. It is not a fit for businesses whose model itself has failed.