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commercial court of first instance at the location of the company’s
headquarters pursuant to article 343 of the Law may be submitted.
Additionally, the Ministry delivered an opinion stating that the reports
of certified public accountants or independent accountants, financial
advisors or auditors for the companies subject to auditing may also be
submitted for registration. Consequently, transactions have begun to be
applied in line with this opinion.
However, even though a convenience has been brought with
respect to capital in kind contributions of the shareholder of its receiv-
able from the company which he is a shareholder of to that same com-
pany for its capital increase transaction, the fact that this implementa-
tion is not set forth under the law raises the question whether the reg-
ulation of the Law may be extended with the Ministry opinion.
Where the receivables are subscribed as capital after all of these
stages, pursuant to Article 130 TCC, if they are not collected by the
company, the shareholder shall not be relieved of his capital contribu-
tion obligation. The receivable, unless otherwise determined, must be
collected within one month as of the due date if it is not due and with-
in one month as of the date of the registration of articles of association
if it is due and payable. Also according to the same article, if the
receivable is not collected within such period, the shareholder is oblig-
ed to pay the default interest with respect to the days lapsing as of the
expiry of the period, without prejudice to the company’s right to
indemnity due to delay. In case the receivable is partially collected, the
explanations above shall be valid for the outstanding amount.
Moreover, the capital in kind may be guaranteed in accordance with
Article 128/2 TCC
4
.
Conclusion
Even though the issue of contributing receivables or adding receiv-
ables as capital is one of the technical issues of commercial law, this
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NEWSLETTER 2014
4
TCC art. 128/2 The immovable The immovable property having the value determined by the
experts in its articles of incorporation or articles of association with the annotation onto the title
deed, the intellectual property and other values, if any, with the registration to their exclusive
registry in accordance with this article and the movables with the entrustment to a trustee shall
be accepted as capital in kind. The registration with the special registries shall remove the good
faith.