Dr. Özlem Döğerlioğlu Işıksungur
2012-2013 Spring
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
commercial enterprises
these
Independent from each other OR
 Dependent (Head Office – Branch)

Kaynak: Sami Karahan, Ticari İşletme
Hukuku 2011
2

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)
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


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 ExportImport 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
6
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
7

To qualify as a Branch :

The unit
A. 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
B. 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
8
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
9



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

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
11