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NEWSLETTER 2013
10
Group Companies under the Trade Registry Regulation
*
Att. Berna Asik Zibel
Turkish Commercial Code No. 6102 (“TCC”) regulates the principles
regarding group companies under Articles 195 to 209 for the first time
in Turkish law. These provisions set forth the definition of the group,
impose registration, notification, reporting and auditing obligations to
group companies, determine the liabilities and sanctions regarding the
abuse of dominance and establish rules on some special situations.
The Trade Registry Regulation (“TRR”), published in the Official
Gazette dated 27 January 2013 and numbered 28541, entered into force
within the scope of secondary legislation regarding the TCCwith respect to
the trade registry. The TRR also sets forth regulations on group companies.
This article analyzes the regulations brought with Articles 105 to 108
of the TRR regarding group companies and their situation in relation to
the provisions of the TCC.
Definition of Group and Other Basic Concepts
The TCC defines a group based on the terms “undertaking” and
“dominance”, but does not define these terms. Pursuant to Article 195/4-5,
a group is composed of a parent company(ies), a subsidiary company(ies)
and if any, an undertaking on top. In other words, for the formation of a
group under the TCC, there should be at least two companies between
which a dominance relationship exists
1
. Furthermore, the definition of
group under the TCC does not refer solely to capital companies and the
commercial enterprise on top, but rather uses the terms “company” and
“undertaking”
2
in a broad sense. Further, the explanations in the preamble
of the law hold that the term “undertaking” is interpreted in a way that
covers both real persons and legal entities
3
.
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Article of February 2013
1
OKUTAN NILSSON, Gül
, Türk Ticaret Kanunu Tasarısı’na göre Şirketler Topluluğu
Hukuku, 1. Baskı, İstanbul, 2009, p. 71.
2
Please see Justice Sub Committee Report, preamble of Article 195, 198.
3
OKUTAN NILSSON
, p. 73.