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NEWSLETTER 2011
76
“Group of Companies” (Corporate Group) under the New
Turkish Commercial Code
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Att. Berna Aşık Zibel
The Company Law of Turkey is primarily governed by Turkish
Commercial Code and provisions regarding group of companies, set forth
under the articles 195-209, are one of the most important wide-ranging
innovations brought by the new Turkish Commercial Code numbered
6102 (“NCC”).
The Fundamental Concept of Group of Companies: Dominance
– Control
The “dominance” principle, as per art. 195 of NCC, is the fundamental
concept upon which group of companies are emanates from. For us to
discuss group of companies and explore it further as per NCC, there needs
to be subsistence of minimum two companies in where control of the
subsidiary company (dependent company) is ceded to parent company
(controlling company) hence a dominance relationship occurs.
The definition of the “dominance” has been established by the
doctrine, as “the power to determine and control the investment, operation
and finance policies of a company
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”. The power of control in dominance
relation can be exercised either directly or indirectly.
In accordance with art. 195/4-5 corporate group is composed of
parent company(ies), subsidiary company(ies) and if any, the enterprise
on top.
Although NCC does not contain an explicit definition for dominance
concept, it implies to exercise of control power of parent companies over
subsidiaries as to what dominance relationship may entail within the
terms of “control” measure. With the meaning attributed to dominance by
art. 195/1 of NCC, implication of dominant power can be classified under
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Article of May 2011
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OKUTAN NILSSON, Gül
; Türk Ticaret Kanunu Tasarısı’na göre Şirketler Topluluğu
Hukuku, 1. Baskı, İstanbul, 2009, p. 98.