In project finance and related guarantee structuring, creditor may also have recourse to commercial enterprise pledge.
A commercial enterprise pledge covers the commercial title and trade name of the commercial enterprise, all machinery, tools, equipment, motor vehicles allocated to the activities of the commercial enterprise, and intellectual property rights of the commercial enterprise; which are existing at the time of the execution of the CEP agreement. Parties can limit the scope of the CEP, however, Turkish law does not permit to exclude from such scope, trade name and commercial title, and movable property allocated to the activities of the commercial enterprise.
A commercial enterprise pledge agreement which includes a list of all encumbered assets must be prepared ex officio by a notary public situated in the jurisdiction of the trade registry with which the commercial enterprise is registered. The parties or their representatives should sign the agreement before the notary public.
Upon completion of the above procedure, the commercial enterprise pledge agreement shall be registered with the trade registry where the commercial enterprise is to be registered within ten days of execution. As the agreement will be prepared ex officio by the notary public and also will be registered with the trade registry, which is open to public, such pledge agreement should be in Turkish.
If the immovable on which the commercial enterprise operates belongs to the owner of the commercial enterprise, such pledge should also be notified to the relevant land title registry where the immovable is registered and annotated on the relevant page under the declarations column. Further, notification should be made, without limitation, to the trade marks and patent registries kept with the Turkish Patent Institute of the Ministry of Industry and Trade where intellectual property rights are recorded, to the registry of motor vehicles, to the mine registry kept at the Ministry of Energy and Natural Resources, if there are mining rights registered in the name of the enterprise, to the ship registry, if there exist any ships in the pledged assets.
