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 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: 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 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 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

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
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

12. 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

13. 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