23 COMMERCIAL LAW Receivable Rights in the Context of Capital Contribution* Helin Akbulut Introduction Arguably, one of the most important principles of joint stock companies is the principle of capital maintenance. This principle is one of the founding principles of Turkish Commercial Code No. 6102 (“TCC”), as well as being one of the principles adopted in the Civil law countries along with the legal capital system.1 The two main pillars of this principle are that company obtains the capital fully and the paid-in capital is not unlawfully returned to the shareholders.2 In this context, the TCC contains comprehensive provisions both at the incorporation of a joint stock company and at the capital increase stages during which subscribed capital is fully brought to the company, which is the first pillar of the principle of capital protection. Article 342 and the following provisions of the TCC regarding joint stock companies contain provisions regarding the types of capital contribution, capital in kind, the process of valuation of capital in kind, and capital contribution in cash. The scope of this article is the receivables within the scope of capital contribution in joint stock companies and the discussions on the performance of the shareholder’s capital contribution through the set-off mechanism. Regulation on Contribution as Capital in Kind Article 342 of the TCC (Assets that may be capitalized in kind) lists the assets that can be considered as capital in kind for joint stock companies. As per the article, in order for an asset to be brought as * Article of October, 2021 1 Toraman Çolgar, Emek: Şirkete Borçlanma Yasağı, On İki Levha Yayıncılık, 2019, p. 10. 2 Toraman Çolgar, p. 10-11.
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