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The capital contributed to a company may be in cash or in kind.
Capital in cash must be in Turkish Liras and shall be fulfilled by pay-
ment. Capital in kind consists of certain elements. Assets without any
encumbrances, attachment and measure on them, which are apprais-
able and transferable, including intellectual property rights and virtual
environments, may be contributed as capital in kind.
Art. 127/1(a) TCC regulates that cash, receivables and negotiable
instruments, as well as corporate shares may be contributed as capital
to companies. However, the 2nd paragraph of Article 127 refers to
Articles 324 and 581 of the TCC. These articles, in detailing the types
of assets which may be contributed as capital to joint stock and limit-
ed liability companies, regulate that non-monetary assets with encum-
brances, attachments and measures, as well as service performances,
personal effort, commercial reputations and non-due receivables,
which cannot be appraised or transferred, may not be contributed as
capital.
Conditions Required for the Addition of Receivables to Capital
Through evaluating the reference to Article 342 in Article 127, and
the qualities of being appraisable and transferable stipulated under
Article 342 together, it may be concluded that receivables may be con-
tributed as capital in kind to corporations. Moreover, this issue is
explicitly regulated in the last sentence of Art. 342/1 and it is ruled that
non-due receivables may not be contributed as capital. Accordingly, it
may be assessed that there is no obstacle to contributing a due receiv-
able of the shareholder from a third party, with no restricted real right,
attachment and measure on it, as capital in kind to a corporation.
Moreover, Article 343 stipulates that enterprises and non-monetary
assets to be acquired during incorporation with capital in kind shall be
appraised by experts assigned by the commercial court of first instance
at the location of the company’s headquarters, and it regulates the
method of appraisal and the items that the expert report shall cover in
detail. The article also provides that the founders and stakeholders are
entitled to object to the report prepared by the experts and that the
expert report approved by the court is final. In this regard, the expert
report must contain, in detail and with justifications, the selected
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NEWSLETTER 2014