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appraisal method, the information with regards to the existence of the
receivable and the ability to collect it
2
. Furthermore, pursuant to the
references in Articles 459 and 590, for the capital increase of joint
stock and limited liability companies, the rules explained above
regarding capital contributions in kind shall be applicable.
Another issue which is discussed in this stage is that the report pre-
pared by experts is expected to confirm the collectability of the receiv-
able along with its existence. Opinions from experts regarding the col-
lectability of a receivable may become cause for concern, since it may
lead to the liability of the experts in terms of liability chain
3
.
In practice, especially certain difficulties are experienced in the
court phase with regards to the shareholder’s contribution of its receiv-
ables from the company to that company as capital in kind and the reg-
istration of such transaction; thus the Domestic Trade General
Directorate of Ministry of Customs and Trade, (“Ministry”) felt the
need to develop new regulations in order to overcome those difficul-
ties. In this respect, pursuant to the Ministry opinion in terms of pro-
curement of reliable finalization with respect to the shareholder’s con-
tribution of its receivables from the company to the company as capi-
tal in kind and the capital increases concluded in this manner;
It is stipulated that if the shareholder contributes his receivable
from the company as capital in kind to the establishment of another
company or towards the capital increase of another company, in order
to determine the existence of the receivable the report prepared by the
experts assigned by the commercial court of first instance at the loca-
tion of the company’s headquarters pursuant to article 343 of the Law
must be submitted in order to register the transaction.
Besides this, in case the shareholder contributes his receivable
from the company as capital in kind to the capital increase of the com-
pany in which he is already a shareholder, for determining the exis-
tence of receivable, the report prepared by the experts assigned by the
COMMERCIAL LAW
45
2
TEKİNALP Ünal,
Sermaye Ortaklıklarının Yeni Hukuku, Değiştirilmiş ve Düzenlemelerle
Güncelleştirilmiş 3. Bası, Vedat Kitapçılık 2013, p. 157.
3
KENDİGELEN Abuzer
, Yeni Türk Ticaret Kanunu Değişiklikler, Yenilikler ve İlk Tespitler,
XII Levha Yay., 2011, p. 198.