Presentation on theme: "Dr. Özlem Döğerlioğlu IŞIKSUNGUR Yasar Univesity- Lecture Notes Spring 2012"— Presentation transcript:
Dr. Özlem Döğerlioğlu IŞIKSUNGUR Yasar Univesity- Lecture Notes Spring 2012
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) 2 Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011
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?
Every commercial enterprise must have a head office (principal place of business) NTCC Article 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
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
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? 6 Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011
A unit of a commercial enterprise A unit of a commercial enterprise It functions under the authority and directions of the head office It functions under the authority and directions of the head office No definition in the NTCC No definition in the NTCC Definition in the Law of 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 7 Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011
To qualify as a Branch : To qualify as a Branch : The unit The unit A.should be dependent to Head Office Head office and branch --- belongs to same real person or legal person Head office and branch --- belongs to same real person or legal person Branch cannot adopt a business policy independent from the head office Branch cannot adopt a business policy independent from the head office Loss and profit belongs to head office Loss and profit belongs to head office B.should be independent from head office in its dealings with the third parties C. should have its own place, management and accounting 8 Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011
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 9 Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011
Manufactoring store of Textile company (no sales) Reservation office of a Hotel in other city BRANCH? OR NOT? WHY?
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 11 Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011
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, didnt 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 couldnt 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 12 Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011
Please evaluate below mentioned points taking into consideration the case and provisions of NTCC 1.The store in Denizli doesnt use branch term in their trade name 2.The store does not sell any product to third parties 3.The store doesnt have seperated capital allocated to itself 4.Accounting is in the Head office 13 Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011