Dominant Undertaking In Group Companies

The group of companies has been legally regulated for the first time in Turkish law through the Turkish Commercial Code (TCC) No. 6102. Article 195 of the TCC accepted as a rule that the group of companies can be established among commercial companies; however, in the fifth paragraph of the same article, a broad exception has been made by stating that the provisions of the group of companies shall apply even if the controlling company of the group of companies is an undertaking. The same article also set forth that the dominant undertaking is considered as merchant. In this context, the concept of undertaking in the sense of group of companies needs to be clarified. Because, in accordance with this article, the controlling party of a group of companies can be commercial companies as well as natural persons, legal entities regardless of according to which law provisions they were established, and even associations without legal personality; and also these persons or associations shall be deemed as merchants notwithstanding any other conditions. This may lead to various problems in practice. In this regard, this study aims to examine the concept of dominant undertakings, taking into account of probable problems occurring in doctrine and practice