“HEAD OFFICE-BRANCH” Dr. Özlem Döğerlioğlu IŞIKSUNGUR Yasar Univesity- Lecture Notes Spring 2012 ozlem@dogerlihukuk.com

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) NTCC 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

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

BRANCH A unit of a commercial enterprise It functions under the authority and directions of the head office No definition in the NTCC 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 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

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 NTCC 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 NTCC 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

PRACTICE Tansaş T.A.Ş. decided to open new sales stores called “Mini Tansaş Market” in different cities of Turkey. Basing on this decision, Tanşas T.AŞ opened a new sales store in Denizli but not registed this store to the register of commerce as a branch. Officials of the Register of Commerce ascertained that, although Denizli office had branch qualification, didn’t register to the register of commerce. Upon this finding, called the person concerned for registration. In their reply, Company mentioned that, the store in Denizli couldn’t be deemed as a branch and due to this reason the registration was necessary Then, Officials of the Register of Commerce brought a case against company Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011

QUESTIONS Please evaluate below mentioned points taking into consideration the case and provisions of NTCC The store in Denizli doesn’t use “branch” term in their trade name The store does not sell any product to third parties The store doesn’t have seperated capital allocated to itself Accounting is in the Head office Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011