Client Alert:

When Is an Expert Report Not Necessary If Receivables Are Contributed to Companys Capital?

The capital of a company can be paid in two ways, first by cash injection and second, by contribution in kind, that is any contribution which is permitted by law and not in cash. The Turkish Commercial Code requires the contributions in kind to be appraised by experts appointed by the Court. In practice, this has been causing problems since the courts have been refusing expert appraisal demands where the type of contribution in kind is receivables. In order to put an end to this confusion, the Ministry of Customs and Trade issued a Circular on September 27, 2013 and differentiated the receivables that are contributed.

Accordingly,

1. If the shareholder contributes receivables owed to him by the Company during the capital increase of or incorporation of another company; the contribution in kind shall be appraised (within this context, the existence of receivables shall be ascertained) by experts appointed by the Court.

2. If the shareholder contributes receivables owed to him by the company during the capital increase of that Company; the contribution in kind shall be appraised (again within this context, the existence of receivables shall be ascertained) by either experts appointed by the Court or by a certified public accountant, independent public accountant or an auditor.

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