Group of Companies

The legislator has to deal with each other in order to establish an economic relationship.
controlling the parent company-affiliated company relations within the group of affiliated company interests.
by ensuring that the shareholders and their receivables are not left behind
some of the responsibilities imposed on companies within the community, and
It has also regulated the obligations. Affiliate of the legislative parent company
but the limits of these referrals are
determined by the author.

LEGISLATION
G) Group of companies

I – Judge and affiliated company
ARTICLE 195 – (1) a) A trading company is a direct
or indirectly;
1. Has the majority of voting rights or
2. According to the articles of association, the majority who can make a decision in the management body
has the right to provide the election of the number of members that make up, or
3. Besides their own voting rights, based on a contract, alone or with other
If they constitute the majority of the voting rights together with the shareholders or partners,
b) A trading company, another trading company, in accordance with a contract or another
if he can keep it under his rule in some way,
the first company is the judge, the other is the affiliated company. Headquarters of at least one of these companies
In Turkey, the provisions of this Act apply to the corporate community.
(2) Except for the cases stipulated in the first paragraph, a trade company
will be able to make decisions about the majority of the shares of the company or to manage it
the presence of the first company
presumption.
(3) A controlling company to another company through one or more affiliated companies
Its dominance is indirect domination.
(4) Companies that are directly or indirectly affiliated with the dominant company,
together they form a group of companies. Dominant companies are the main, subsidiaries are subordinates
company position.
(5) If the judge of the corporation group has its headquarters or place of residence within the country
Articles 195 to 209, even in the case of an undertaking located outside or outside of the country.
and the provisions regarding the group of companies in this Law are applied. Judge
the undertaking is considered a merchant. The provisions on consolidated statements are reserved.
(6) In the implementation of the provisions regarding the group of companies, the “board of directors”
the term directors in limited companies, limited partnership divided into shares
managers in companies and sole proprietorships, and the management body in other legal entities
and refers to the real person himself in real persons.

II – Calculation of share and voting rates
ARTICLE 196 – (1)
percentage, the nominal value of the share or shares in that capital company
It is found by proportioning the total to the capital of the affiliated company.
It has been taken into account of the capital company as well as its own, and the third
own shares held by persons, the basis or excluded from that company in the calculation
deducted from the capital.
(2) Percentage of voting rights of a trading company in a capital firm, trade
can be used arising from the shares owned by the company in that capital company
the total of voting rights, all voting rights available in the capital company
It is found by proportioning to the total. In the calculation, both the capital firm and its own
as well as the shares taken to his account and held by third parties.
arising voting rights are deducted.
(3) Shares owned by a trading company in a capital company
owned or accounted by the companies affiliated to it while calculating
and the shares held by third parties are also taken into account.

III – Mutual participation
ARTICLE 197 – (1) Who owns at least one fourth of each other’s shares
capital companies are mutually affiliated. Percentages of these shares
196th item is applied for the calculation. One of the mentioned companies to another
if it is the judge, the latter is also deemed to be a subsidiary. Mutual Participation
if each company is dominant over the other, both subsidiary and dominant company
accepted.

IV – Notification, registration and announcement obligations
ARTICLE 198 – (1) An undertaking is a direct shareholder of the capital of a capital company.
or indirectly, five, ten, twenty, twenty-five, thirty-three percent,
owning shares representing fifty, sixty seven, or one hundred percent
or their shares fall below these percentages; attempt to mention the situation
Within ten days following the completion of the subject transactions, the capital company and
It notifies the competent authorities indicated in this Law and other laws. Of Shares
acquisition or disposal at the above-mentioned rates, annual activity
and in audit reports under a separate heading and capital
is announced on the website of the company.
Article 196 is applied in the calculation of the percentages of the shares. The enterprise and
Board members and managers of the capital company, themselves,
of their spouses, their children under their custody and their capital
of the trading companies of which they own 20 percent, in that capital company
make a notification regarding their shares. Notifications are made in writing,
It is registered and announced in the trade registry.
(2) Instead of the registration and announcement obligation with the notification stipulated in the first paragraph
Unless brought, other rights, including voting rights of the relevant shares, are frozen.
Other legal consequences regarding the failure to fulfill the notification obligation
Provisions regarding are reserved.

(3) In order for the domination agreement to be valid, this agreement is
It must be registered and announced to the registry. Invalidity of the contract, this Law and other
the liabilities and responsibilities of the company group in the laws
does not prevent the implementation of the related provisions.

V – Reports of affiliated and controlling companies
ARTICLE 199 – (1) The board of directors of the subsidiary company, the first three months of the activity year
It prepares a report on the company’s relations with controlling and affiliated companies.
In the report, in the previous operating year of the company,
with the company, at the direction of the controlling company, its or a subsidiary company
judge for the benefit of all legal transactions and the previous activity year
taken or received for the benefit of the company or an affiliated company
All other avoided measures are explained. Acts in legal transactions and
counter actions, measures, the reason of the measure and its benefits and harms for the company
specified. If the loss is offset, how will this actually be calculated in the operating year?
a claim regarding the benefits realized or provided by the company
It is also notified that the right is recognized.
(2) The report should comply with the principles of correct and honest accountability.
(3) At the end of the report, the board of directors states that the company has taken legal action or
the state known to them when the measure was taken or avoided, and
according to the circumstances, an appropriate counter action is provided in each legal transaction.
and that the measure taken or avoided would cause damage to the company.
explains whether it was a hit or not. If the company is damaged, the board of directors also
It also indicates whether the damage has been compensated or not. This description is annual only
included in the annual report.
(4) Each member of the board of directors of the dominant company, from the chairman of the board of directors; connected
financial and asset-related conditions of companies and quarterly account results,
affiliates of the controlling company and affiliated companies with each other, controlling and affiliated
relations of companies with shareholders and their relatives; their transactions and
about their consequences and effects, carefully, truthfully and honestly.
Have a report prepared according to the principles of accountability and the board of directors
and the conclusion part of this to the annual report and the audit report.
can ask to be added. Affiliated companies will not leave room for rejection
If they cannot prove the existence of a just cause in the openness, this report
The information and documents required for the preparation of the controlling company
They are obliged to give it to their experts. Prompting management
If the board member has done this for the benefit of a third party,
be responsible for the consequences she.

VI – Getting information about affiliated companies
ARTICLE 200 – (1) Each shareholder of the dominant company, at the general assembly,
financial and assets-related situations and account results, the controlling company’s
share of affiliated companies and affiliated companies with each other, controlling and affiliated companies
an account that reflects the truth exactly and honestly about the relations with their owners, managers and their relatives, their transactions and their results.
may request to be given satisfactory information in accordance with the principles of giving.

VII – Freezing of rights
ARTICLE 201 – (1) Acquisition of the shares of a capital company and mutual participation
Another capital company that deliberately entered the position, from the shares that are the subject of participation
only one fourth of other shareholding rights with the total votes arising
can use; All other shareholding rights, except the right to acquire bonus shares
freezes. The said shares are taken into account in the calculation of meeting and decision quorums.
is not taken. The provisions of Articles 389 and 612 are reserved.
(2) The restriction envisaged in the first paragraph, the subsidiary company
In the event that it acquires or both companies dominate each other
does not apply.

VIII – Responsibility
1. Unlawful use of domination
ARTICLE 202 – (1) a) The dominant company will lose its dominance to the affiliated company
can not use it the way. Especially affiliate, business, assets, funds, personnel, receivables and
to carry out legal transactions such as debt transfer; reduce or transfer profits;
to limit its assets to real or personal rights; bail guarantee
and undertaking responsibilities such as wailing; make payments; right
not renewing their facilities without any reason, restricting their investments,
decisions that adversely affect their efficiency or activity, such as stopping
to take precautions or to abstain from taking measures to ensure its development.
can not route; unless the loss is actually compensated within that activity year, or
at the latest, stating how and when the loss will be compensated
Until the end of the year, the affiliated company should be given an equal right to claim.
b) Equalization is not actually performed within the activity year or within the period
If no equal right to claim is granted, each shareholder of the subsidiary
and compensating the loss of the company from the members of the board of directors
can ask them to do it. The judge, upon request or ex officio, shall be justified in the concrete case.
If it is appropriate, according to the provisions of the second paragraph of this article instead of compensation,
the acquisition of the shares of the plaintiff shareholders by the controlling company or
it may decide on another suitable and acceptable solution to the situation.
c) The creditors, in accordance with subparagraph (b), even if the company has not gone bankrupt
they can ask for the loss to be paid to the company.
d) If the transaction causing the loss, under the same or similar conditions, the company
of a cautious manager who observes his interests in accordance with the rule of integrity
by the members of the board of an independent company acting with the utmost care.
compensation if it can be done or avoided.
cannot be ruled.
e) For the lawsuit to be filed by the shareholders and creditors, by comparison, 553, 555 to
Articles 557, 560 and 561 are applied. The headquarters of the dominant enterprise
In case of being outside of the company, the compensation lawsuit is located in the affiliated company.
the place is opened in the commercial court of first instance.

(2) In terms of the affiliated company and realized by the exercise of domination
merger, division, type without clearly understandable justification
replacement, termination, issuance of securities and important articles of association
who gives a rejection vote to the decision of the general assembly and recorded it in the minutes in transactions such as
or the decisions of the board of directors on these and similar matters in written
objecting shareholders; compensation for damages from the dominant undertaking, or
shares, if any, with the least stock market value, if there is no such value or the stock market
at fair value or generally accepted
to be purchased at a value determined according to a method from the court.
they may want. When determining the value, the most recent data to the court decision
is taken as basis. Lawsuit for compensation or purchase of shares, general assembly
from the date the decision was made or the board of directors’ decision was announced
expires in two years, starting.
(3) When the case foreseen in the second paragraph is opened, the possible damages of the plaintiffs or
as security for the amount that meets the purchase value of the shares,
It is decided to be deposited on behalf of the court in a bank to be determined by the court.
Regarding the decision of the general assembly or the board of directors, unless the deposit is deposited
no action can be taken. Foreseen in the first and second paragraphs of this article
In case the lawsuits are filed in bad faith, the defendant
the plaintiffs may request compensation and deposit of security to the court.
(4) Granted to shareholders and partners in merger, division and conversion
other rights are reserved.
(5) The directors of the subsidiary company are not obliged to
and all legal consequences of liabilities that may arise against creditors,
it may ask the dominant undertaking to undertake it with the contract.
2. In full control
a) Instruction
ARTICLE 203 – (1) A trading company must share the shares and vote of a capital company.
holds 100% of the rights of the controlling company directly or indirectly.
board of directors, to be a requirement of the determined and concrete policies of the group
provided that they are capable of producing consequences that may cause their loss,
can give instructions regarding the direction and management of the affiliated company. Connected
the company’s bodies must follow the instructions.
b) Exception
ARTICLE 204 – (1) Those who clearly exceed the solvency of the affiliated company,
qualification that may reduce or cause the loss of important assets
Bearing instructions cannot be given.
c) The irresponsibility of the organs of the affiliated company to the company and its shareholders
ARTICLE 205 – (1) Members of the board of directors, directors and responsible persons of the affiliated company
those who may be involved are in line with the instructions within the scope of articles 203 and 204.
They cannot be held responsible to the company and its shareholders due to their compliance.

d) Right of action of company creditors
ARTICLE 206 – (1) The dominant company and its managers, Article 203
the loss incurred in the affiliated company due to the instructions they gave within the framework of that account
not offset or equivalent to the company, indicating the time and form.
If a right to claim is not granted, the creditors who suffer damage will be sent to the dominant company and
action for damages against his board members responsible for loss
they can open. Defendants are subject to subparagraph (d) of the first paragraph of Article 202.
can withstand. Paragraph (e) of the first paragraph of Article 202 shall apply to this case.
(2) Defendants, receivables arising from loans and similar reasons,
that the plaintiff has not been compensated or the right to claim has not been granted.
knowingly entered into a relationship that gave rise to the aforementioned receivable or this
They can get rid of responsibility by proving that they need to know the situation.

IX – Miscellaneous provisions
1. Special inspection
ARTICLE 207 – (1) Auditor, (…) (1) special auditor, early detection of risk and
management committee; affiliate, controlling company or other affiliated company
has expressed an opinion indicating the existence of fraud or fraud in their relations,
In order to clarify this issue, each shareholder of the affiliated company,
Special auditor from the commercial court of first instance where the company headquarters is located
may ask to be appointed. (one)
2. Right to buy
ARTICLE 208 – (1) The dominant company is a capital directly or indirectly
has at least ninety percent of the shares and voting rights of the company,
prevents the company from working, acts against the rule of honesty, is noticed
If it creates distress or acts recklessly, the dominant company
stock exchange value, if any, if not, as prescribed in the second paragraph of Article 202
can buy with the specified value.
3.Liability arising from trust
ARTICLE 209 – (1) The dominant company, the community’s reputation, society or consumer
when it reaches a level of trust, the use of this reputation arouses
responsible for trust.

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