In short
The call to creditors in a merger announces that creditors can request security for their claims. The call does not wipe the claim. The company that takes over the assets in the merger also undertakes the debt. The count of the announcement and the day that is waited for are read from the current text and from the announcement itself. This article does not freeze a number.
What the call announces
A merger is the joining of the assets of two companies under a single roof. The creditor learns from the announcement that their debtor has changed. The announcement gives news of the creditor's possibility of requesting security. The request does not mean the merger is void of itself. The condition of the security is looked for in the statute and in the merger document.
The claim of a creditor who does not request security does not fall. The transfer is not for quietly treating the claim as absent. The company that takes over carries the debt within the frame shown in the contract or in the statute. Which debt passed is read from the merger contract and the balance sheet. An invoice that does not appear on the balance sheet is not treated as absent. The creditor can apply with their own document.
The announcement must stand in the file
The announcement shows that the call to the creditor was made. A copy of the newspaper, or the register announcement, stands in the file. It is not assumed that an announcement was made when there is no copy. The announcement should write the company names, the type of merger and the place where creditors will apply. If the place is not written, the application is made to the registered office that appears on the register.
A number of days and a count of announcements are not written in this article. The period of an old merger does not complete the announcement of a new merger. The period is read from the announcement's own text and from the current text of the statute. If the two texts conflict, the current text and the date of the announcement are taken as the basis.
The creditor builds whether the period has passed between the date of the announcement and the date of their own application. The application is in writing. An oral sentence that "we are creditors" is not counted as a request for security. The writing holds the amount of the claim, its basis and, if there is one, its maturity. The amount comes from the invoice or the contract. An invented balance weakens the request.
Security and the claim itself
Security does not mean the claim has been paid. It is the creditor looking for a guarantee against the risk of not being able to collect because of the merger. The type of guarantee may be cash, a bank letter or another security in kind. The type is written in the request and in the companies' decision. If it is not written, the frame the statute shows is looked for. This article does not set a rate of security.
If the company does not give security, the creditor uses the route the statute opens. The route is not the same petition in every merger. It is looked at whether the merger has been registered, or is still at the announcement stage. Registration does not drop the claim. After registration too, the debt is followed in the company that took over.
Liquidation and merger should not be mixed up. Liquidation closes the company. A merger carries the assets to another company. Liquidation of a company is a separate regime. The creditor reads from the heading whether the announcement in hand is a liquidation announcement or a merger announcement.
Application to the company that took over
The creditor takes the name of the company that took over the debt from the merger contract. An invoice issued to the old name is directed to the new name after the transfer. If the new name appears on the register, service goes to that address. A writing that went to the old address when there is no register record may not have reached the new company. The service endorsement is kept.
An objection, or a request for security, is not always an obstacle to putting the claim into enforcement. If the claim is due and documented, the route of collection is discussed separately. This article does not build a sample request for proceedings. Collection proceeds, according to the type of claim, with an invoice, a contract or a judgment.
How the announcement is read
If the registered office of one of the merging companies is in Ankara, the announcement can appear in the Ankara trade register. If both registered offices are in other provinces, the register is in those provinces. The office being in Çankaya does not change the register directorate. An Ankara lawyer first asks for the merger contract and a copy of the register announcement.
Four things are looked for in the announcement. Which company is being taken over, and which is taking over? Where on the announcement is the period given to creditors written? Where is the address for application? If the announcement was made in more than one newspaper, are the dates the same? If there is a difference of date, the period runs not from the announcement the creditor saw, but from the announcement the statute looks for. Which announcement will be taken as the basis is not guessed without the text.
The creditor firm writes the request for security by referring to this announcement. It is not said "we have time" before a copy of the announcement is attached. The company also replies in writing, to the creditor who made the request, whether the claim appears on the balance sheet. The reply does not of itself accept the claim. A disputed amount stays in the file.
When requesting security, the creditor also writes whether the claim is due. A claim whose maturity has not yet come is not requested in the same sentence as a claim that has fallen due. The maturity is in the contract or the invoice. Saying "all our claim is in danger" without writing the maturity leaves the request uncertain. The company can reply to an uncertain request by asking for the concrete amount.
If there is a guarantee set aside for creditors in the merger contract, this guarantee is read together with the announcement. The guarantee is not of itself shared out to every creditor. Which claim is within the guarantee comes out of the list in the contract. A creditor who is not on the list applies separately with their own document. The application is not refused because it does not appear on the list. A refusal must be reasoned and in writing.
Conclusion
The call announces the request for security. It does not wipe the claim. The company that took over carries the debt. A count and a day are not frozen in this article. The framework is on the commercial law page. The basis is the text of Turkish Commercial Code No. 6102.