A 29-item readiness checklist for a Turkish game studio preparing to raise. It covers the areas where a studio’s diligence differs from an ordinary software company: the chain of title in the game, the publishing agreement, player data, and whether the option pool you promised can actually be delivered under Turkish law.
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VIRCON LEGAL · FOUNDER ACADEMY
Game Studio Funding Readiness Checklist
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SECTION 1 · 7 ITEMS
Chain of Title in the Game
The single area where a studio fails diligence more often than an ordinary software company. Turkish copyright law starts from a default that favours a founder’s former employer, and an acquirer of rights from someone who was not entitled is not protected even in good faith.
An assignment signed on incorporation day, covering a game that did not yet exist, does not operate as a transfer under Law No. 5846: it binds as a promise. Title passes only through a further written assignment made once the work exists, with the economic rights listed separately.
Where a founder was employed elsewhere while the prototype was being built, the former studio has a statutory starting position. A narrow written waiver naming the project is worth more to an investor than any number of founder declarations.
An NDA transfers nothing. Artists, composers, voice talent and outsourced engineering each need a written assignment with the rights listed separately, in the company’s name.
Unity, Unreal or any middleware licence taken in a founder’s personal name is a diligence finding. Seat counts and revenue tiers should also match the studio’s actual position rather than the tier it signed up on.
Marketplace assets, stock music, fonts and plug-ins in the shipped build each need an invoice and a licence scope that covers commercial release and the platforms you are shipping on.
A component under a copyleft licence inside a commercial build is a problem that is cheap to solve early and expensive to solve at signing.
Trade mark applications in the relevant classes, domains, storefront listing names and social accounts registered to the company rather than to a founder’s personal account.
SECTION 2 · 6 ITEMS
Publishing and Platform
A signed publishing deal reads like validation. In diligence it reads like an encumbrance, because it defines what the studio still owns. The investor’s lawyer will read it before the cap table.
Whether the studio licensed the game for a term and territory or assigned the rights outright, and whether the grant extends to sequels, ports, derivative works and merchandising.
Advances recouped against the studio’s share, with marketing spend also recoupable, can mean the studio sees nothing until a threshold the financial model quietly assumed away.
What happens at the end of the term, whether rights return automatically or on notice, and whether the publisher keeps a tail after reversion.
Many publishing agreements let the publisher terminate, or require consent, on a change of control. A preferred share issue with a board seat can trip that definition and become a closing condition nobody priced.
Steam, App Store, Google Play and console developer accounts, with payout details, tax documentation and two-factor recovery held by the company rather than an individual.
Ratings obtained for the territories you are shipping to, and the platform certification requirements that go with them, documented rather than assumed.
SECTION 3 · 6 ITEMS
Player Data and Product Compliance
A game collects more personal data than most founders think, through the analytics and advertising layer rather than through a sign-up form. This is also where a compliance gap is discovered by a regulator rather than by an investor.
Every SDK in the build that sends data outward is a processing activity that needs a legal basis and a place in the processing inventory.
Most analytics and advertising infrastructure sits abroad. The transfer needs a basis under the KVKK regime rather than an assumption that it is covered.
If the game plausibly reaches players under the age threshold, the obligations change and so does the advertising layer that is permissible.
Published, dated, reachable from the store listing and the build, and consistent with what the game actually does rather than with an earlier version of it.
Randomised reward mechanics and tradeable in-game items sit close to a regulatory line in Türkiye, and the review belongs before launch rather than after a complaint.
Digital content sold to consumers carries disclosure, withdrawal and refund obligations that the storefront’s own policy does not discharge on the studio’s behalf.
SECTION 4 · 5 ITEMS
Team and Equity
The team is the asset an investor is underwriting, and the equity promises made to it are the part founders most often discover they cannot deliver in the form they promised.
Not a recital that all intellectual property belongs to the company, but a clause that meets the written form and specification requirements, supported by confirmatory assignments.
During employment the duty of loyalty operates by statute, without any non-compete clause. Knowing who else the team works for is part of knowing what the company owns.
The statutory route addresses employees, the payment on exercise cannot be below nominal value, and the alternative route through the company’s own shares is capped. The pool percentage in the investor’s model has to be deliverable by one of these before it is agreed.
Reverse vesting built with instruments Turkish law actually supports, and consistent with what the shareholders’ agreement says happens on a leaver event.
Where one person holds the engine knowledge, the publisher relationship or the storefront accounts, that concentration is a diligence finding whether or not anyone raises it.
SECTION 5 · 5 ITEMS
Corporate and Financial Readiness
The unglamorous layer. None of it wins a round, and any of it can delay one by weeks if the answer is a plan rather than a document.
Three records that must agree: the registry, the share ledger, and the cap table in the deck. Investors check all three and the discrepancy is always in the third.
Converting mid-round is what causes delay, not converting as such. An investor pricing a round does not want its closing conditioned on a registry process.
Every instrument issued earlier, with its cap, discount and conversion mechanics reflected in the cap table the investor is being shown.
The incentive attaches to the entity and the activity. A structure change or a transfer of rights can affect it, and the conditions are easier to meet before the transaction than to argue afterwards.
How revenue arrives from each storefront, in what currency, net of what, and what is withheld before it reaches the company, reflected in the financial model rather than discovered in diligence.
Decision Matrix: Are We Round-Ready?
How your checked items distribute shows where the round will get stuck:
Section 1 at 6+/7: the chain of title is defensible. This is the part that kills game studio rounds, and you have cleared it.
Section 1 weak:stop and fix this first. Nothing else in the list matters if the company may not own the game.
Section 2 at 5+/6: the publishing relationship is understood. You know what you still own and whether the round needs a consent.
Section 2 incomplete: read the agreement before the term sheet. A change-of-control consent discovered after signing is a closing condition nobody priced.
Section 3 at 5+/6: the data layer is presentable. No regulator surprise mid-process.
Section 4 weak: the equity you promised may not be deliverable in that form. Settle the route before the pool percentage is agreed.
Section 5 weak: expect weeks of delay rather than a lost deal. These are document problems, not structural ones.
All five sections above threshold:open the data room. You are presentable, and the remaining risk is commercial rather than legal.
Legal notice. This checklist is for information only and is not legal advice. It describes the areas a Turkish game studio is asked about when raising; how each applies depends on the studio, the build and the agreements actually in place. For a specific position, take advice on the facts.
