Vircon Legal structures and operates Special Purpose Vehicles (SPVs) for venture investments, secondary transactions, asset isolation, and cross-border financing. We work across Turkish, U.S. (Delaware, Wyoming), Cayman, BVI, ADGM, and Luxembourg jurisdictions, selecting the appropriate vehicle for each transaction’s tax, regulatory, and investor-rights requirements.
Our SPV practice serves three core client groups: emerging-stage VCs running deal-by-deal investment vehicles, family offices isolating co-investment exposures, and founders establishing carve-outs or holding structures during fundraising or pre-exit reorganization. We handle every stage from formation to ongoing administrative support, working with our trusted local agents and trustees in each jurisdiction.
Beyond formation, we advise on the governance documents that determine SPV behavior in practice (investor consent thresholds, distribution waterfalls, manager removal mechanics, capital call protocols, and exit triggers), drafting these to anticipate the disputes that most commonly arise in venture SPVs.
Our Special Purpose Vehicles practice includes, but is not limited to, the following:
- SPV jurisdiction selection and structuring (Cayman SPC, BVI BC, Delaware LLC, ADGM SPV, Luxembourg SARL, Turkish A.Ş./LLC)
- Subscription documents and capital call mechanics
- Operating and LLC agreements and articles of association
- Side letter and most-favored-nation arrangements
- Tax structuring and double-tax-treaty analysis
- Cross-border holding structures for IP, equity, and revenue
- Risk isolation for funds and family offices
- SPV administration and registered-agent coordination
- Investor onboarding, AML, and KYC
- Wind-down, liquidation, and exit mechanics
How we help
We establish and manage special purpose vehicles (SPVs) that isolate risk and ring-fence assets for funds, syndicates and capital structures across jurisdictions. We handle the structure, the documentation and the relationships between the assets.
- SPV formation in Turkish and offshore jurisdictions
- Syndicate and co-investment vehicles for angel and VC deals
- Risk isolation and asset ring-fencing structures
- Inter-company agreements and governance between vehicles
- Investor documentation and ongoing administration
Related practice areas
This connects with our Investment Management, Fund Formation and Crowdfunding practices.
Pooling investors in Türkiye: the options
- A Turkish joint-stock company as the SPV. Quick to form and sits in the target’s share ledger as one shareholder. As a full corporate taxpayer it generally receives dividends from Turkish companies exempt from corporate tax (Corporate Tax Law No. 5520, Art. 5(1)(a)). Every change among the investors is then a share transfer inside the SPV.
- A venture capital investment fund (GSYF). Established by a licensed portfolio management company under CMB Communiqué III-52.4 and sold only to qualified investors. Heavier to set up, but the regulated route for a repeat syndicate or a fund (Fund Formation, GSYF).
- A foreign SPV. A Delaware LLC, Cayman or similar vehicle, usually when the investors are international or the target has a U.S. parent after a flip-up.
- Equity crowdfunding. A platform listed by the CMB raises from many smaller investors under Communiqué III-35/A.2, within annual limits per investor; for 2026 a non-qualified individual can invest up to TRY 500,000 a year, or 10% of declared annual net income up to TRY 2 million (Equity Crowdfunding in Türkiye).
Questions clients ask us
Why use an SPV instead of putting every angel on the cap table?
Because every shareholder of a Turkish company is a name in the share ledger, an invitee to the general assembly and a signature on the next round’s documents. An SPV turns a group of ten or forty angels into one shareholder whose manager attends meetings, signs consents and exercises drag-along and tag-along rights once, which is why lead investors and founders often ask for one.
How many investors can an SPV take?
There is no fixed cap for a private vehicle, but two capital markets rules set the outer edge. A Turkish joint-stock company with more than 500 shareholders is treated as having offered its shares to the public, subject to an exception for companies funded through licensed crowdfunding (Capital Markets Law No. 6362, Art. 16). And marketing the SPV broadly, through advertising or open calls to invest, can amount to a public offering that needs a CMB-approved prospectus. A syndicate should stay a private, identified group of investors.
Who takes decisions inside the SPV?
The manager or board, within limits the investors agree in advance: which matters need investor consent and at what threshold, how the SPV votes on the target’s future rounds, how drag-along and tag-along rights in the target’s shareholders’ agreement are passed through, and who may transfer an interest in the SPV. Without transfer restrictions at SPV level, investors could change behind the SPV in a way the target’s own transfer rules would not allow.
Does the target company have to accept an SPV as a shareholder?
When the SPV subscribes in a capital increase, it comes in as part of the round the existing shareholders approve. When it buys existing shares, the transfer restrictions apply: in a joint-stock company those in the articles for registered shares (Turkish Commercial Code, Arts. 492 to 494), in a limited company a notarised transfer agreement and general assembly approval (Art. 595), plus any consent and pre-emption rights in the shareholders’ agreement (Secondary Sales in Turkish Startups).
How is the SPV taxed?
It depends on the vehicle and on who the investors are. A Turkish corporate SPV generally receives dividends from Turkish companies exempt from corporate tax, but gains on exit and onward distributions to individual investors need their own analysis, and a foreign SPV adds treaty and withholding questions. That is why the structure is chosen before the first investor signs, not after the exit.
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