67 / 473
NEWSLETTER 2013
54
Branches and Liaison Offices
*
Att. Naciye Yilmaz
Developing commercial relations and the need for access to new
markets drives commercial enterprises to establish branches or liaison
offices in different places. This newsletter articlewill assess the differences
in the legal principles and procedures that govern the establishment of
branches and liaison offices.
Branches
Definition and Elements.
There is no definition of
branch
under
Turkish Commercial Code No. 6102 (“TCC”). However, Article 9/2 of
Law No. 5174 on the Union of Chambers and Commodity Exchanges
of Turkey and Chambers and Commodity Exchanges (“Law No. 5174”)
stipulates that
“although connected to the registered office [headquarters],
workplaces which have a separate equity and accounting or workplaces
for which accounts are kept in a registered office and have no separate
equity but perform commercial activities”
shall be considered as branches.
Therefore, the essential elements of a branch are;
(i)
to be connected to
the registered office,
(ii)
to be independent,
(iii)
to operate in a different
place,
(iv)
to have separate accounting.
Regarding branch operations, it is mentioned that the branch’s
operations should be identical or similar to the registered office’s operations.
Nevertheless, branches independently perform commercial operations
1
.
Consequences.
The TCC regulates certain obligations for the
branches of commercial enterprises. First, branches must be registered
with the trade registry as per Art. 40/3 TCC and to the chamber pursuant
to Law No. 5174. Therefore, branches of commercial enterprises having
their registered offices in Turkey shall be registered to the trade registries
of the place where they are situated. Paragraph 4 of the same article sets
forth that branches of foreign-based commercial enterprises
“shall be
*
Article of August 2013
1
Poroy, Yasaman,
Ticari İşletme Hukuku
[Law of Commercial Enterprises],
p. 49.