Regulation Regarding the Merger of Sports Club and Asset Transfers
The Regulation on the Procedures and Principles Regarding the Merger of Sports Clubs and Transfer of their Assets is Published
The Regulation on the Procedures and Principles Regarding the Merger of Sports Clubs and Transfer of Assets (“Regulation”) is published in the Official Gazette dated 14.09.2022.
According to the Regulation, it is intended to regulate the procedures and principles regarding the (i) merger of sports clubs and (ii) the transfer of one or more of the sports branches in which they operate as a whole with their active and passive assets to another sports club or sports joint- stock company.
Scope of the Regulation: The Regulations only regulates the mergers between sports clubs registered with the Ministry of Youth and Sports (“Ministry”) and the transfer of assets made by sports clubs to sports clubs or sports joint stock companies. In addition, it is stated on the Regulation that the merger, division and transfer of assets between sports joint-stock companies
and the transfer of assets from sports joint-stock companies to sports clubs are subject to the provisions of the Turkish Code of Obligations and the Turkish Commercial Code, and company of public ownership are subject to the capital market legislation.
The Merger of Sports Clubs: In accordance with the Regulation, sports clubs may merge only by acquiring another sports club, and for this, sports clubs should convene a general assembly meeting with the quorums specified in the Regulation and should located in the same city. A detailed regulation regarding the documents and merger report required for the merger has been introduced in the Regulation and it has been stated that the merger is subject to the permission of the Ministry. After the permission of the Ministry, the merger shall be valid with the registration of the merger on the sports club’s registry.
As a result of the merger, (i) all active and passive assets, (ii) members and (iii) sports history and sportive success of the transferred sports club shall automatically be transferred to the transferring sports club and the legal entity of the transferred sports club shall be terminated and deleted from the registry at the time of registration.
The Transfer of Assets: In addition to the merger, the Regulation also regulates the transfer of assets. Accordingly, one or more of the sports branches in which the sports clubs operate, together with their active and passive assets, may be transferred to another sports club or sports joint stock company by the decision of the general assembly with the quorums specified in the Regulation. The documents and the report are required for the transfer of assets regulated in detail on the Regulation, and the parties should apply to the Ministry with these documents. After the acceptance of the application for the asset transfer, the transfer of the assets shall be valid with the registration by the Ministry.
As a result of the transfer of assets, all assets and liabilities of the transferred sport branch will automatically transfer to the transferee and the parties shall be liable for the obligations arising before the registration of the transfer resolution, provided that the causes giving rise to the obligations arose before the registration date.
The Regulation also introduces regulations regarding the merger and transfer of assets agreement and merger and time of transfer of assets.
The Regulation entered into force as of 14.09.2022.