299 TAX LAW Stamp tax exemption for papers prepared in relation to merger transactions First, it should be noted that, in paragraph 17 of the section titled “IV-Papers Related to Commercial and Civil Operations” of Table 2 attached to Law No. 488, it is stated that papers prepared regarding merger transactions fulfilled in accordance with the Corporate Tax Law (“CPL”) No.5520 are exempted from stamp tax. With regard to the aforementioned stamp tax exemption, according to the ruling of Gaziantep Tax Office dated 15.04.2021 and numbered 24674[1], the stamp duty exemption will not be applied to the deeds of undertakings of final permits if they have been reissued because of merger for the following reasons: (i) The deeds of undertakings have been rearranged by referring to the first deeds since the transfer of the final permit commitment bills of the transferee companies to the acquiring company by merger is allowed. (ii) Apart from the title change, fundamental changes such as the final permit fee, the amount of the guarantee and the square meter of the area subject to the permit have been made in the final permit commitment notes. Accordingly, it is clear that this decision narrowly interprets the stamp tax exemption as being limited to “change of title” for papers prepared for merger. With respect to this narrow interpretation, the decision of the 7th Chamber of the Council of State, dated 10.04.2021 and numbered 2008/7150-2012/1313 should also be considered. Pursuant to the decision, the opinion of the Council of State is that any transaction fulfilled with the aim of merger should be evaluated within the scope of the exemption clause, since the clause on tax exemption does not contain a restrictive statement. This decision, considered along with the Revenue Administration decision mentioned above, show that it is essential in terms of stamp tax exemption to determine whether changes such as the permit fee, the amount of the guarantee and the square meter area of the area subject of the permit have occurred as a result of the merger transaction.
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