A share purchase agreement for the transfer of limited liability shares must be signed before a Turkish notary, registered by the relevant trade register and announced in the Handelsblatt. The company seal must normally be contained in written agreements that must be signed by the company`s duly accredited signatories. 12. What are the essential material clauses of a sales contract? While Algernon never managed to part with Bunbury on bad terms, many shareholders parted ways in the fashion of Jack and his imaginary brother. A shareholder pact is essential to reduce unpleasant conversations and potential conflicts if this occurs, as the withdrawal provisions are clearly documented. Key clauses likely to be addedThe flexibility of the document is the flexibility of the document, because the real advantage of a shareholder pact and the reason why entrepreneurs focus on this point are the flexibility of the document. While this is not an exhaustive list of possible provisions that can be added, it is a number of useful clauses available: the main document that will be executed at the signing is the share purchase contract and its annexes (including final documents in agreed form). Sellers are generally responsible for a pre-contract presentation, misrepresentation or similar matters where the agreement is entered into by deception of the purchaser and/or to commit an unlawful act. The main clauses of a share purchase agreement are: transfers of shares to limited liability companies are only valid if the transfer is authorized by the shareholders. In addition, the statutes may provide for meeting or decision quorums higher than those of the Turkish code of commerce for shareholder approval of share transfers or even share transfers. A right of refusal or a ban on share transfers may also be agreed by shareholders in the shareholder contract, which binds all shareholders. The short answer is – as fast as possible.
We advise our clients to consider implementing a shareholder pact from the start of their business. What we often see is that a shareholders` pact has been considered with the intention of reaching an agreement. However, it is often not penetrated and is sorely reported when circumstances change. The parties are not required to inform or consult with employees or their representatives, nor to obtain the agreement of employees for a sale of property. However, under Article 178 of the Turkish Code of Commerce, staff members transferred to the buyer in the event of a spin-off transaction may object to the transfer. In this case, the employment contract with employees who oppose the separation ends at the end of the 4857 period set by the Labour Act. In the case of an asset sale, separate procedures and additional divestiture agreements may be required on the basis of the transferred asset (see question 11). The transfer must also be recorded in the stock register. The effective date of the transfer is the approval of the transfer by the shareholders. The agreement contains sections that set out the fair and legitimate pricing of shares (especially during the sale).
It also allows shareholders to make decisions about what external parties can become future shareholders and offers guarantees on minority positions. Workers under the age of 45 are enrolled in a private pension plan with a pension contract between the employer and a pension company, in accordance with the Private Retirement Savings and Investment Plan Act. The worker`s contribution to the plan is equal to 3% of his average salary, in addition to social security bonuses, and the employer must pay this amount into the plan the day after the worker`s salary is paid (at the latest).