Comparing The Regulations of Turkish Commercial Code and Corporate Tax Law on Mergers and Transfers in Capital Companies


Karlı D.

35th International Public Finance Conference , Antalya, Turkey, 14 - 17 October 2021, pp.322-328

  • Publication Type: Conference Paper / Full Text
  • City: Antalya
  • Country: Turkey
  • Page Numbers: pp.322-328

Abstract

Considering today's economic conditions, companies realize or facilitate their objectives such as increasing their commercial profits, increasing quality and competitiveness, reducing R&D costs and developing and expanding their fields of activity through mergers/acquisitions. In practice, the fastest way to enter a new market is mostly through the takeover of an existing company (Kara, 2015: 1-2). Tax advantages are one of the most important and constitute the purpose of our work. In this sense, the subject of our work is mergers and acquisitions. The concept of takeover does not pass in the Turkish Commercial Code (TCC) and only the type of merger by acquisition is mentioned.

According to TCC, the merger takes place in two ways. There are two ways: merger by takeover and merger in the form of a new entity. However, the merger through the takeover in TTK and the transfer in the Corporate Tax Code (CTC) are different. There is no definition of the issue in either law.

Both types of mergers mentioned in the TTK are no different in terms of tax law (CTC). In other words, there is no distinction in tax law in the form of new organizations and acquisitions in the arrangements related to inheritance and merger, and this distinction has no effect on the taxation process.

The provisions regarding the merger in the TCC are regulated between articles 136 and 158. In our study, the merger establishment was discussed within the scope of TCC and CTC in terms of trading companies. We see these two concepts differently in merger TCC and CTC regulations.

Keywords: Capital Companies, Merger, Takeover, Corporate Tax, Liquidated Detonation Gel Codes: K22, K30, K34