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(viii) Transferable and rightfully used assets, such as electronic
media, domains, names and signs,
(ix) Mining licenses and other rights having such economic
value,
(x) Any kind of asset that is transferable and appraisable.
The TCC does not limit these rights numerus clausus. Any other
rights that are transferable and appraisable may be subject to capital in
kind. Notwithstanding the above, articles 342 and 581 bring restric-
tions with respect to joint stock and limited liability companies: service
performances, personal effort, commercial reputation and undue
receivables cannot be contributed as capital to such companies.
Intellectual Property Rights as Capital in Kind
Articles 342 and 581 of the TCC regulating capital in cash contri-
bution in joint stock and limited liability companies specifically set
forth that transferable and appraisable assets that are not subject to
encumbrances, attachments or measures, including intellectual proper-
ty rights and electronic media can be contributed as capital. This also
creates the understanding that electronic assets are deemed as proper-
ty rights
3
. However, the TCC does not clarify whether or not rights of
use pertaining to such electronic assets are also eligible for capital in
kind subscription, yet does not set forth any restrictive provision in this
regard
4
.
The preamble of the TCC clarifies that the former scope of the law
that was limited to patent rights only has been replaced by the term
“intellectual property,” which is also preferred by TRIPS and WIPO, as
it covers a wide range of rights, including rights related to intellectual
and artistic works, trademarks, designs, utility models, plant types (i.e.
plant breeders’ rights), etc. However, it is further stated that some intel-
lectual property rights, especially related rights, such as record pro-
ducers’ rights may not be proper as contributions in kind, or there
might be problems in evaluation and valuation thereof. This is one of
330
NEWSLETTER 2015
3
Ünal Tekinalp
, Sermaye Ortaklıklarının Yeni Hukuku, 3. Bası, İstanbul 2013, p. 156.
4
Tekinalp
, p. 156.