Dr. Özlem Döğerlioğlu Işıksungur 2012-2013 Spring HEAD OFFICE-BRANCH Dr. Özlem Döğerlioğlu Işıksungur 2012-2013 Spring

Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011 CONCEPT A merchant has a commercial enterprise. BUT A merchant may have more than one commercial enterprises To have more client To give better service or ..... The relationship between/among these commercial enterprises Independent from each other OR Dependent (Head Office – Branch) Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011

QUESTION Question 1: Question 2: Merchant A has three enterprises operating in three different subject: Clothing, automotive and food. What is the relationship among these enterprises? Question 2: Garanti Bank A.Ş opened a new office in Alsancak/İzmir

HEAD OFFICE IN TURKISH LAW Every commercial enterprise must have a head office (principal place of business) TCC Article 40.1- no definition It is generally accepted that head office is the place from where all commercial, administrative and legal affairs of commercial enterprise are organised and conducted. The location of this place is important with regard to registration in the register of commerce, in determining the competent court

HEAD OFFICE IN TURKISH LAW Commercial enterprises operated by a real person---- head office can be different from the residence(domicile) of real person Commercial enterprises operated by a legal person---- head office is the place mentioned in the articles of association/charter

Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011 QUESTION The legal and commercial affairs of X Export-Import Ltd. Compnay are organised and conducted in Istanbul BUT the plant (manufacturing) takes place in Izmit. Under these conditions where is the head office? Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011

Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011 BRANCH A unit of a commercial enterprise It functions under the authority and directions of the head office No definition in the TCC Definition in the Law of Turkish Union of Chambers and Commodity Exchanges & Chambers and Commodity Exchange Numbered 5174 (TÜRKİYE ODALAR VE BORSALAR BİRLİĞİ İLE ODALAR VE BORSALAR KANUNU) Article 9/2 “Bir merkeze bağlı olduğu halde ister merkezin bulunduğu odanın isterse başka odanın çalışma alanı içinde olan, müstakil sermayesi ve müstakil muhasebesi bulunan ve/veya muhasebesi merkezde tutulduğu ve müstakil sermayesi bulunmadığı halde kendi başına sınai faaliyet ve ticari muamele yapan yerler ve satış mağazaları şube sayılır”. Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011

Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011 BRANCH To qualify as a Branch : The unit should be dependent to Head Office Head office and branch --- belongs to same real person or legal person Branch cannot adopt a business policy independent from the head office Loss and profit belongs to head office should be independent from head office in its dealings with the third parties C. should have its own place, management and accounting Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011

Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011 BRANCH IMPORTANT! Although it is not a branch, usage of “branch” term as if it is a branch Seperated capital allocated to the branch Collection of cheques and draft by the branch The above mentioned points are not of importance to be a “branch” Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011

QUESTION Manufactoring store of Textile company (no sales) Reservation office of a Hotel in other city BRANCH? OR NOT? WHY?

LEGAL CONSEQUENCES OF BEING BRANCH A. Registration to Register of Commerce TCC Article 40.3 If Head office in Turkey--- registration to the regiter of commerce where the branch takes place Within 15 day (Article 30.1) from the date of opening B. Registration to Chambers- registration to the chambers where the branch takes place C. Trade-name TCC Article 48.1 Branches should use their Head Office trade names by mentioning that they are branch Legal person----Ziraat Bank Konak Branch Real person---- Neslihan Yargıcı Cevahir AVM Branch D. Representation Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011