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the reasons why experts appointed by the court are required to com-
ment on the acceptability of the assets as capital in kind.
It is also important to note that in order for contribution of intel-
lectual property rights to be considered as capital in kind, it is manda-
tory that they are already registered. Even if an intellectual property
right is protected,
e.g.
in accordance with unfair competition regula-
tions, it cannot be contributed as capital in kind if it is not registered
5
.
Valuation
Valuation is an important step of contributions in kind, since the
monetary value of the contribution in Turkish Liras must be stated in
the articles of association of the subject company.
An expert appointed by the commercial court of first instance
located in the district of the company headquarters is the competent
authority to determine the monetary value of the contribution in kind.
This regulation is an extension of the principle of maintenance of cap-
ital, as it provides safety with respect to the monetary value of the con-
tributed capital
6
. The value determined by the expert must be exactly
stated under the articles of association of the subject company.
In the expert’s valuation report, it must be stated that the applica-
ble valuation method is the fairest and the most appropriate choice for
everyone, and that the reality, validity and conformity with Article 342
of the TCC of the receivables to be contributed in cash have been deter-
mined. The report must further specify the collectability and the exact
value of the subject assets, the amount of shares that should be allo-
cated for each asset that is contributed in kind, and its equivalent in
Turkish Liras. The report must be based on satisfactory grounds and
conform to the principle of accountability. Founders and beneficiaries
are entitled to object to the report.
Valuation of intellectual property rights is complex and unique in
each case. Over the past few years, this has become an area of increas-
ing interest to related experts. The European Commission formed an
INTELLECTUAL PROPERTY LAW
331
5
Tekinalp
, p. 157.
6
Preamble of Article 343 of the TCC.