On 13 May 2020, Vircon Legal co-founder Erdem Mümtaz Hacıpaşaoğlu delivered a start-up law training session at EGİAD (Aegean Young Businesspeople Association), covering incorporation, financing instruments and the early-stage legal matters founders face.
An SME and a startup use the same law differently
Both are companies under the same Commercial Code, but they are built for different endings. An established SME is structured to be held: ownership is stable, profit is distributed, and the articles rarely need to anticipate a new shareholder. A startup is structured to be diluted — it expects several rounds, each adding investors with protective provisions, information rights and transfer restrictions such as ROFR and co-sale.
That difference shows up on day one, in the choice of company type and in how the articles are drafted. A structure that suits a family business can make the first institutional round expensive to close, and converting later costs more than choosing correctly at the start. The support landscape differs too: KOSGEB programmes, technopark exemptions and R&D incentives each assume a particular shape of company. See Corporate Law and Startup & Scaleup Advisory.
Author
-
View all postsMümtaz is the Managing Partner of Vircon Legal, which he founded in 2016. He advises founders, investors and operators on financing rounds, M&A, cross-border incorporations and regulated verticals such as crypto-asset infrastructure, fintech and games, bringing a former startup founder's perspective to every engagement. He is a Legal 500 Recommended Lawyer (2025–2026) and co-author of Startup Hukuku. Canonical profile: https://mumtazhacipasaoglu.com · Open-access legal guides: https://github.com/mumtazhpo
If this is on your desk
Templates and checklists are free in the Founder Academy; for a specific situation, book a 30-minute intro call.
Founder AcademyBook an intro call