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COMMERCIAL LAW
21
Notification and Registration Obligations for
Groups of Companies
1
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Att. Revan Sunol
As known, groups of companies were not regulated under the former
Turkish Commercial Code numbered 6267. Regulations regarding
the assurance of the independence of the subsidiary against the parent
company, and transparency in the market regarding groups of companies
have been included within the Turkish Commercial Code numbered 6102
(“TTC”) so the law could regulate the necessities of commerce.
Art. 195 to 210 TCC and 105 to 107 of the Trade Registry Regulation
(“TRR”) constitute the body of legislation regarding groups of companies.
These regulations define the notions of control and group of companies, as
well as implementing certain obligations and responsibilities. It should be
noted that TRR provisions are for the most part parallel to TCC provisions,
but include certain provisions to which special attention must be paid.
Control
Basic notions regarding group companies are encompassed in TCC
Art. 195. Pursuant to Art.195, control may be realized contractually or
through capital contributions to a company. If a commercial company,
directly or indirectly:
- Holds the majority of the voting rights in another commercial
company;
- Has the right to appoint a number of directors, which form a
majority allowing the adoption of a resolution of the managing
body of another commercial company pursuant to the articles of
incorporation (or other equivalent of such document);
- Holds the majority of the voting rights by means of an agreement
on its own or together with other shareholders;
or,
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Article of October 2013