28 NEWSLETTER 2021 bution by a financial advisor or public accountants may give rise to invalidity claims against the capital increase of a company.13 Ayoğlu has also criticized the Circular. According to Ayoğlu, a hybrid system was created due to the departure from the TCC’s valuation procedure for capital in kind. In addition, he disagrees with the Circular’s characterization of capital in kind per se.14 Conclusion The first pillar of capital maintenance principle is that company obtains the committed capital in full, and the TCC envisages different procedures for bringing cash capital and capital in kind to a company. In this context, the assignment of receivable right by the shareholders as a capital contribution to the company is of a capital in kind nature, and that receivable should be evaluated by an expert to be appointed in accordance with the TCC provisions. However, in accordance with Article 342 of the TCC, only due receivables may be assigned to the company as capital in kind. This preference of the legislature, which excludes undue receivables, has been criticized by several authors. The performance of the shareholder’s capital contribution debt through set-off of a cash receivable from the company is characterized as an example of the performing cash capital contribution by the dominant view of scholars. However, the Circular dated 27.09.2013 characterizes the capital commitment as capital in kind when the shareholder “brings” her receivables from the company to the same company, without making an assessment that there may not be an assignment but rather a set-off claim. The Circular has been extensively criticized, not only for its assessment on the nature of the capital contribution, but also for its deviation from the Article 343 of the TCC, which requires the valuation report by an expert appointed by the court for valuation of capital in kind. 13 Tekinalp (Poroy/Çamoğlu): Ortaklıklar I, 2014, N. 487a. 14 Ayoğlu, p. 51.
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