As Vircon Legal, we provide our clients with the appropriate legal structure for their business targets. We advise on a range of tax, dispute avoidance, and data protection issues. We have also experienced in advising foreign clients for structuring their operations in Turkey.
How we help
We design governance that fits how technology companies actually operate — clear enough for founders to run day-to-day, robust enough for institutional investors and acquirers to trust. We build the board structures, policies and controls that scale with each financing round.
- Board composition, committees, observer and information rights
- Reserved matters, delegation of authority and signing policies
- Conflict-of-interest, related-party and disclosure procedures
- Investor-driven governance under shareholders’ agreements
- Ethics, compliance and data-governance frameworks
Related practice areas
This connects with our Corporate Law, Data & Privacy and Employment & ESOP practices.
We assist in preparing and amending companies’ articles of association either to comply with the Turkish Commercial Code or to reflect specific agreements between different shareholders groups; intra-group reorganizations to include spin-off, merger, change of legal form, liquidation, asset transfer, and share transfer; managing the promotion & stock-option processes, structuring the board of directors and limitation of authorities between board members, preparation of comprehensive internal policies within the company; and general maintenance of corporate records.
Our Corporate Governance service includes, but not limited to, the following:
- M&A transactions
- Commercial Contracts
- General Corporate Transactions
- Comprehensive corporate maintenance services
- Basic corporate maintenance services
Other Practice Areas
Frequently Asked Questions
How does governance change at Series A?
Investors typically take a board seat, a consent matrix gates major decisions (budget, new debt, ESOP changes, exits), reporting covenants formalise monthly and quarterly information, and the ESOP gets governance of its own. The practical work is wiring these into the articles and shareholder agreement so they operate under Turkish corporate law, not just in the English-language SHA.
What personal liability do board members carry?
Directors owe duty-of-care and loyalty standards under the Commercial Code and face liability toward the company, shareholders, and creditors for breaches — plus specific exposure for public debts in some scenarios. Delegation through an internal directive and documented decision-making narrows exposure; D&O insurance covers the rest.
What corporate formalities does a startup actually need to keep?
An annual general assembly within three months of fiscal year-end, properly noticed and minuted; board resolutions for share transfers, capital increases, and signature authorities; up-to-date share ledger; and registry filings on time. Skipped formalities are harmless until a financing or exit diligence makes them expensive.