Liabilities Transfer Agreement

In accordance with Article 13/III of the NTCC, which comes into effect on July 1, 2012, “the business entity is transferred as a whole, which does not necessitate the execution of legal transactions for the transfer of each asset. Unless otherwise stated, the transfer contract is considered to be locked-in assets, business value, rental rights, trade names and other intellectual property rights, as well as other assets permanently related to the business. The delegation contract and other agreements for which it is an entire company must be concluded in writing and registered and notified in the trade register. In this context, transfers whose themes are basic components – equipment, devices and faucets – of a company are considered an “implicit operating transfer”, even if they do not contain liabilities. A business transfer contract contains many articles that describe the terms of sale and the goods and services transferred. There are a few ways to buy and sell a business, and the organizational structure of a business can result in additional obligations. In other words, the transfer of certain aspects of a business, in part or in separate stages, would not prevent the purchaser from inheriting the debts related to the transaction and the purchaser would not be able to avoid the legal consequences of a “business transfer”. How a business is organized will determine how the transfer of ownership will take place, according to Only one owner has full control over the details of the transmission. In a partnership, a partner can generally transfer its share of the company`s assets and interests if the partnership agreement allows. A limited liability company is generally bound by its statutory will. In a company, shares are freely transferable, but may be limited by the company.

As a general rule, the transfer of ownership is also subject to the approval of the board of directors and, if the sale is significant, to the shareholder. Following another comment, the parties may, in the transfer agreement, agree to the assignment of debt, either explicitly or implicitly.6 Unless otherwise stated in the agreement, the purchaser also bears the company`s debts at the time of the transfer. However, for such a conclusion, the transaction is fully transferred with its assets and liabilities7. On the basis of the above, the aforementioned provision of NTCC supports the assertion that, for the transfer of commercial enterprises, the consolidation of assets and liabilities is not mandatory and that the parties are able to freely determine the elements of a transaction. Indeed, the corresponding article expressly states that it is possible to agree otherwise and that there is no reference to a debt and liability in this article. On the other hand, there are voices according to Turkish doctrine that do not participate in such an opinion. The contrary view is that the transfer of essential elements of a business/business does not necessarily involve the transfer of assets and liabilities. This opinion argues that the transfer of a business with all of its assets and liabilities, when transferring liabilities, does not limit the transfer of its assets without liabilities and art.

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