Presentation on theme: "“HEAD OFFICE-BRANCH” Dr. Özlem Döğerlioğlu IŞIKSUNGUR"— Presentation transcript:
1 “HEAD OFFICE-BRANCH” Dr. Özlem Döğerlioğlu IŞIKSUNGUR Yasar Univesity- Lecture Notes Spring 2012
2 CONCEPT A merchant has a commercial enterprise. BUT A merchant may have more than one commercial enterprisesTo have more clientTo give better service or .....The relationship between/among these commercial enterprisesIndependent from each other ORDependent (Head Office – Branch)Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011
3 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
4 HEAD OFFICE IN TURKISH LAW Every commercial enterprise must have a head office (principal place of business)NTCC Article no definitionIt 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 personCommercial enterprises operated by a legal person---- head office is the place mentioned in the articles of association/charter
6 QUESTIONThe 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 officeNo definition in the NTCCDefinition 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 9/2Kaynak: Sami Karahan, Ticari İşletme Hukuku 2011
8 BRANCH To qualify as a Branch : The unit should be dependent to Head OfficeHead office and branch --- belongs to same real person or legal personBranch cannot adopt a business policy independent from the head officeLoss and profit belongs to head officeshould be independent from head office in its dealings with the third partiesC. should have its own place, management and accountingKaynak: Sami Karahan, Ticari İşletme Hukuku 2011
9 BRANCHIMPORTANT!Although it is not a branch, usage of “branch” term as if it is a branchSeperated capital allocated to the branchCollection of cheques and draft by the branchThe 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 cityBRANCH? OR NOT? WHY?
11 LEGAL CONSEQUENCES OF BEING BRANCH A. Registration to Register of CommerceNTCC Article 40.3If Head office in Turkey--- registration to the regiter of commerce where the branch takes placeWithin 15 day (Article 30.1) from the date of openingB. Registration to Chambers- registration to the chambers where the branch takes placeC. Trade-nameNTCC Article 48.1Branches should use their Head Office trade names by mentioning that they are branchLegal person----Ziraat Bank Konak BranchReal person---- Neslihan Yargıcı Cevahir AVM BranchD. RepresentationKaynak: Sami Karahan, Ticari İşletme Hukuku 2011
12 PRACTICETansaş 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 necessaryThen, Officials of the Register of Commerce brought a case against companyKaynak: Sami Karahan, Ticari İşletme Hukuku 2011
13 QUESTIONSPlease evaluate below mentioned points taking into consideration the case and provisions of NTCCThe store in Denizli doesn’t use “branch” term in their trade nameThe store does not sell any product to third partiesThe store doesn’t have seperated capital allocated to itselfAccounting is in the Head officeKaynak: Sami Karahan, Ticari İşletme Hukuku 2011
Your consent to our cookies if you continue to use this website.