HEAD OFFICE-BRANCH

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

2. 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

3. QUESTION • Question 1: • 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 • What is the relationship among these enterprises?

4. 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

5. 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

6. 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

7. 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

8. 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

9. 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

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

11. 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