a)
Merger agreement
(i) Drawing up a merger agreement
The merger agreement is drawn up in written form. The agreement is signed by the management bodies of the companies participating in the merger and submitted to the general assemblies for approval.
(ii) Content of the merger agreement
The following matters should be included in the merger agreement:
- Trade names, legal forms and head quarters of companies participating in the merger; the name of the new company, type and headquarters in the case of a merger by formation of a new company,
- Equalization amount, if stipulated, and exchange ratios of company shares; information with respect to shares and rights of shareholders of the transferred company in the transferee company,
- Rights provided by the transferee company to the holders of non-voting shares, privileged shares and profit sharing certificates,
- Type of exchange of shares,
- Date on which the shares acquired by the merger are entitled to the right for the profit as stated in the financial statements of the transferee company or of the newly formed company and all details related to such entitlement,
- Cash payment for withdrawals, if necessary in accordance with the relevant provision,
- Date on which all transactions and operations of the transferred company are assumed to be conducted for the account of the transferee company,
- Benefits granted to management organs and managing partners,
- If necessary, names of partners with unlimited liability.
b)
Merger report
The management bodies of companies participating in the merger prepare individually or jointly a report regarding the merger. In this report the following points are explained taking into account the legal and economic aspects as well as the reasons:
- Purpose and results of the merger,
- Merger agreement,
- Equalization amount, if stipulated, and exchange ratios of company shares; partnership rights in the transferee company granted to the partners of the transferred company,
- The amount of cash payment for withdrawal if required, and the reasons of giving cash payments for withdrawal in lieu of company shares and partnership rights,
- Elements of shares' valuation with respect to the determination of the exchange ratio,
- If necessary, the amount of increase which will be made by transferee company,
- If stipulated, due to merger, information regarding additional payment and other personal responsibilities and personal performance obligations that will be imposed to the partners of transferred company,
- Liabilities of partners due to the new form in the case of a merger of different forms of companies,
- Impacts of the merger on the employees of companies participating in the merge and if possible details of a social plan,
- Impacts of the merger on the creditors of companies participating in the merger,
- If necessary, approvals obtained from related authorities.
It is necessary to attach the company's articles of association to the merger report in a merger by the new company formation.
Small and medium sized companies may not draw up a merger report in the case of approvals of all partners.
