Starting up in Türkiye: equity, IP and the first funding round

Two founders, an idea, and a third friend writing the code. The code was written before the company existed, the design too, and the name was already chosen. The investor's first question will not be about the product: who owns all of this?

Entity: joint stock company if you plan to raise

In a Turkish limited company every share transfer needs a notarised agreement, a shareholders' resolution and a registry filing — repeated for every new investor. The joint stock company is more flexible: shares can be certificated, classes and privileges created, transfers simplified. The tax advantage available on the sale of certificated registered shares also exists only there.

The most expensive gap: the rights

The founder who wrote the software, the designer invoicing you, the intern who built the first version. Without a written assignment, the rights sit with the person, not the company. This is the most common finding in investor diligence, and fixing it afterwards depends on the goodwill of someone who may have left. The first act after incorporation is to assign all existing work product to the company.

Shareholders' agreement

• Vesting — founder shares earned over time; someone who leaves after six months does not take a quarter of the company
• Tag-along and drag-along — protecting the minority without blocking an exit
• Pre-emption and approval rights — control over who becomes a shareholder
• Reserved matters — capital increases, borrowing and sale

The round itself

The short-form instruments common in the US and UK have no direct equivalent in Turkish law. The function is reproduced with capital advances, convertible loans and conditional capital increases. One point decides everything: at the moment the money arrives, the legal basis on which it arrives must be in writing. Funds received on a "we will sort it out later" basis create both a tax question and a shareholder dispute when they convert.

What takes two weeks to clean up before an investor arrives becomes a negotiating point afterwards.

Technopark, R&D and data

Technopark and R&D centre status bring income exemptions and personnel support, with conditions and reporting attached. Any venture processing user data is subject to Turkish data protection law from day one; it resembles the European regime but is not identical, and a privacy notice lifted unchanged from a European site will not satisfy it.