Building, scaling and exiting a technology company in Türkiye means navigating a legal map that runs from corporate law to data protection, from investment documents to sector licences. This guide is the roof over that map: it explains the core of each stop and links to our detailed guides where you want depth. Current as of 2026.
Formation: entity type and the founders’ framework
Turkish startups in practice incorporate as joint stock companies (anonim şirket); option plans, preference shares and priced rounds are clumsy in a limited company. The real work at formation is documenting the founder relationship: equity split, vesting, what happens to a departing founder’s shares, and assignment of intellectual property to the company. Checklists and formation documents live in the Founder Academy; for the 2026 regime on signature authority see the signature circular guide.
Early-stage financing: SAFEs and convertibles
SAFEs and convertible instruments defer the valuation debate, and as of 2026 Turkish law accommodates them far more comfortably than it used to. Cap, discount and conversion mechanics are the heart of the commercial deal. For mechanics, tax and worked scenarios see the SAFE and Early-Stage Financing Guide; annotated YC SAFE and KISS templates are in the Founder Academy.
The priced round: term sheet to closing
An institutional round runs through the term sheet, due diligence, the share purchase agreement (SPA) and the shareholders agreement. Liquidation preferences, voting rights, transfer restrictions and founder undertakings take shape in these documents; closing completes with a general assembly resolution and registration. Knowing what investors will examine is negotiating power: start with the VC due diligence preparation checklist and the tax due diligence guide.
Team: ESOPs and employment
Employee stock options are the currency of the talent race. Turkish plans are built on conditional capital increase, existing shareholders’ shares or cash-settled phantom structures, and qualifying technology startups benefit from a holding-period-based income tax exemption. Design and tax detail: the ESOP guide; the concept in brief: glossary entry.
The flip-up: moving under a US topco
The standard move for Turkish startups raising from US funds is restructuring under a Delaware or Cayman holding company. Share swaps, transfer pricing, ESOP migration and the Turkish entity’s new role are the main chapters. Step by step: the Flip-Up Guide; for migrated option plans, our post-flip ESOP analysis.
The regulatory map: data, sector licences, AI
Every startup starts with KVKK: privacy notices, VERBIS registration, transfers and breach response are covered in the KVKK Compliance Guide. Sector layers stack on top: payment and e-money licences in fintech, the CMB’s CASP regime for crypto (application guide), Law 5651 and studio contracts in gaming (gaming law guide), and the EU AI Act plus Turkish practice for AI products (AI Compliance Hub). E-commerce adds ETBIS registration and platform obligations.
Exit: sale, secondaries and after
Exits come as strategic sales, secondary share sales or, rarely, an IPO. In SPA negotiation, representations and warranties, earn-outs and escrow mechanics matter as much as headline price; tax planning happens before signing. Selected public matters are in the case studies on our homepage.
Which entity type should a Turkish startup choose?
For ventures planning to raise, the practical answer is the joint stock company: it accommodates option plans, preference shares and round mechanics. A limited company starts cheaper, but conversion lands on the agenda at the first institutional round.
Are SAFEs enforceable in Türkiye?
As of 2026 convertible instruments are recognised and considerably easier to use under Turkish law; drafting and conversion mechanics still deserve care. Details in the SAFE guide.
When should a startup flip up?
The rule is to flip when an investor requires it: too early burns cost, too late produces a rushed structure under round pressure. The decision framework is in the Flip-Up Guide.
This guide is for general information only and does not constitute legal advice.