Secondaries have arrived in the Turkish ecosystem: early employees cashing a slice at the Series B, founders taking liquidity at growth rounds, angels recycling. Done well, a secondary aligns everyone for the long run. Done casually, it detonates rights of first refusal, tax surprises and (post-flip) two legal systems at once. The mechanics, in deal order.
Step 1. Read the consent stack before pricing anything
Every Turkish startup share carries an invisible queue: ROFR/pre-emption in the shareholders’ agreement (sometimes echoed in the articles), board approval requirements for registered-share transfers in the A.Ş. (TTK’s bağlam rules where adopted), tag-along that can convert your quiet sale into everyone’s exit window, and investor consent rights over founder transfers specifically. Sequence the waivers first; a signed SPA that violates the ROFR chain is a lawsuit with a purchase price attached.
Step 2. Structure follows the entity
Pre-flip (Turkish A.Ş.): registered share transfer with board approval and share-ledger registration; the notarised/registry choreography matters for enforceability. Post-flip (Delaware topco): the transfer is US paper, but Turkish sellers still carry Turkish tax consequences, and the company has securities-law hygiene to mind around who may buy. Cross-border buyers of A.Ş. shares add FX and documentation layers that are routine but unforgiving of improvisation.
Step 3. Price and the information problem
Secondaries price at a discount to the last primary for good reasons (no new preferences, information asymmetry); typical ranges move with markets, but the process point is constant: the buyer will ask for company information, and the company should control that flow through a clean process letter and NDA rather than founder side-channels. Post-flip, a US-style secondary also interacts with option-pricing hygiene: sales too far from the last valuation invite questions you do not want in your next 409A-equivalent exercise.
Step 4. Tax before signature
For individual Turkish sellers, taxation of share gains varies sharply with what is being sold (A.Ş. shares vs foreign topco stock), holding structure and period; this is the classic case where a two-page tax memo before signing changes the net outcome by double digits. Get it per-seller; blanket assumptions are how surprises happen. (General information only; the per-seller analysis is the actual advice.)
Step 5. Paper the aftermath
Update the share ledger and cap table on the same day; refresh the SHA parties if the buyer joins it; check whether the sale trips any vesting, leaver or lock-up provisions the seller signed (lock-up, bad leaver); and brief the next financing’s counsel; undisclosed secondaries found in diligence read like concealment even when they were merely disorganised.
For companies: write the policy before the requests
A one-page secondary policy; windows, caps per seller, discount methodology, information package, approval path; converts one-off negotiations into administration, and protects morale between those who sold and those who did not.
Related: secondary sale, ROFR, and our preference-stack explainer.
This article is for general information only and does not constitute legal or tax advice. It reflects the position as of July 2026.
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