We advise founders and venture-backed companies across the full company lifecycle: formation, founder arrangements, financing rounds, ESOPs, commercial contracts, regulatory readiness, cross-border structuring, and exits.
Formation & Founder Arrangements
Company formation in Türkiye and abroad, founder agreements, equity allocation, vesting schedules, IP assignment frameworks, and the structural decisions that establish a defensible cap-table from day one.
Financing Rounds
Pre-seed through Series B+ financing: SAFEs, convertible notes, priced equity rounds, secondary sales, and bridge financings. Term sheet negotiation, definitive documentation, investor consents, and closing mechanics aligned with subsequent-round expectations.
ESOP & Incentive Structures
ESOP design, option pool sizing, vesting and acceleration architecture, cross-border tax treatment, and ongoing administration. Programs are built to scale across multiple grant cycles and to integrate cleanly with subsequent financing rounds and exit scenarios.
Commercial Contracts
Customer agreements, distribution and reseller contracts, vendor and SaaS arrangements, IP licensing, data processing agreements, and the commercial documentation that underpins day-to-day operations.
Regulatory Readiness
KVKK / GDPR compliance, e-commerce and consumer-protection obligations, sector-specific licensing (fintech, crypto-asset services, gaming, health-tech), and the regulatory architecture required before product launch and ahead of investor diligence.
Flip-Up and Cross-Border Structuring
Delaware C-Corp and Cayman structures for U.S.-investor or global-market positioning, Flip-Up execution, cross-border IP transfers, holding-company architecture, and the tax positioning required to make the structure operate as designed in the post-Flip cap-table and ongoing reporting profile.
Exit Preparation
Due-diligence readiness, founder-side sell-side representation, drag-along and tag-along mechanics, vendor and IP assignment cleanup, employment and ESOP transition planning, and the structural and operational housekeeping required to run a clean M&A process.
How a funding round closes in Türkiye
A Turkish round is a corporate transaction with a registry at the end of it, not an exchange of signature pages. The investment agreement organises the corporate acts that create the investor’s shares; it does not issue them itself. In a joint-stock company (anonim şirket) the sequence usually runs as follows:
- Term sheet. Valuation, the size of the option pool, liquidation preference, anti-dilution, board composition, founder vesting and the investor’s consent rights are set here. Its commercial terms usually do not bind (confidentiality and exclusivity clauses do), but the definitive documents rarely move far from it, which is why it is the cheapest point at which to negotiate. We set out what each clause means in our founder’s guide to the term sheet and how far it binds in Is a Term Sheet Binding?
- Due diligence. The investor’s counsel reviews the company’s corporate records, share ledger, IP chain, employment and data protection position. Gaps found here become conditions to closing, so a data room built before the term sheet saves weeks (Preparing for Due Diligence).
- Investment agreement and shareholders’ agreement. The economic and governance terms are split between the shareholders’ agreement and the articles of association. Only the articles bind future shareholders and the registry, so share privileges and a board seat belong there; drag-along, tag-along and transfer restrictions are usually contractual (Shareholders’ Agreement Anatomy).
- Capital increase. The general assembly resolves to increase capital and amend the articles (or the board does, under the registered capital system), the investor signs a written subscription undertaking, and the premium above nominal value is paid into a blocked account at the company’s bank (Turkish Commercial Code, Arts. 344, 345, 459 and 460).
- Registration and the share ledger. The increase is registered with the Trade Registry and published, the blocked funds are released, and the investor is entered in the share ledger. Only then is the investor a shareholder towards the company (The Share Ledger).
Between signing and closing, six to twelve weeks is typical. Where the investor is foreign, add apostilled corporate documents with sworn translations, a Turkish tax number for the investor and the bank’s own know-your-customer review of the fund; these are the items that most often move a closing date. The Foreign Direct Investment Law (No. 4875) puts foreign investors on the same footing as domestic ones, so a foreign fund can invest directly into a Turkish company without a flip-up (Can a Foreign Fund Invest Directly in a Turkish Company?).
Questions founders ask us
When should a startup bring in a lawyer for a funding round?
Before the term sheet is signed. The commercial terms that matter most (valuation mechanics, liquidation preference, vesting, board seats and the option pool) are agreed at that stage, and the definitive documents mostly implement them. A review at term-sheet stage is short; renegotiating the same points in the shareholders’ agreement is not.
What does the company’s lawyer do that the investor’s lawyer does not?
The lead investor’s counsel usually drafts the documents and runs due diligence for the investor. The company’s counsel negotiates those drafts for the founders, prepares the data room and disclosure, keeps existing shareholders’ rights and the next round in view, and runs the corporate side of closing: resolutions, the capital increase, the blocked account, registration and the share ledger.
Can a Turkish company raise money on a SAFE?
Not in the U.S. form. Turkish company law has no automatic way to convert a payment into shares later, so the options are a SAFE at the level of a foreign holding company after a flip-up, a convertible loan with the conversion built into Turkish capital increase mechanics, or a priced round. Law No. 7582 (Official Gazette of 4 June 2026) lets companies holding the Teknogirişim badge convert convertible debt outside the Commercial Code’s conditional capital rules, but it depends on an implementing procedure from the Ministry of Industry and Technology (Is SAFE Now Legal in Türkiye?, How SAFEs Work under Turkish Law).
Do we need to flip up before raising from foreign investors?
Turkish law does not require it. A flip-up is usually driven by the investor’s side: a fund agreement that limits non-U.S. holdings, a portfolio template that assumes a Delaware company, or a plan to raise the next rounds in the United States. When a flip-up is the right call, it is cheaper the earlier it is done (Flip-Up Guide).
How does an employee option plan work in an anonim şirket?
Most Turkish option plans are contractual promises: when an employee exercises, the general assembly still has to resolve a capital increase and existing shareholders have to waive pre-emption rights. The Commercial Code’s conditional capital increase (Arts. 463 to 472) lets the company authorise the shares once, in advance (Conditional Capital Increase for Option Plans).
Joint-stock company or limited company for a startup that will raise money?
Venture rounds are almost always done in a joint-stock company. In a limited company every share transfer needs a written agreement with notarised signatures and, unless the articles say otherwise, general assembly approval (Art. 595), which makes rounds, secondaries and option plans slow. Minimum capital is TRY 250,000 for a joint-stock company and TRY 50,000 for a limited company; companies registered below these amounts must increase their capital by 31 December 2027 (extended from 31 December 2026; Minimum Capital Deadline).
Selected work
Since 2016 we have announced 88 transactions, among them 15 pre-seed and 33 seed rounds, Series A rounds, convertible notes, secondaries, buybacks and exits. The full list, with links to each announcement, is on our Transactions page. A few examples:
- Loops AI on its USD 1 million round from a16z Speedrun, as co-counsel with Wilson Sonsini (case study)
- Hop Health on its Series A round led by MADA Ventures with İş Bankası, alongside secondary sales
- Juphy on its Series A round led by APY Ventures, Simya VC and Arya VC
- Hungri Games on its Series A round from Boğaziçi Ventures
- Cypien AI on its USD 530,000 round with Webrazzi GSYF
- NuReply on its seed round led by Boğaziçi Ventures with a concurrent exit for early stakeholders
- Covalent on its SAFE round and parallel token warrant process
- PulpoAR from its pre-seed and convertible note rounds to its acquisition by The Glimpse Group (case study)
In the ecosystem
We share what we learn in the open: through the Çıtayı Yükseltenler podcast and the Startup Hukuku channel, the free checklists and tools of the Founder Academy, and a glossary of startup and technology law in English and Turkish. Our team mentors founders in programmes such as LEAD21 and gives startup law trainings for organisations including the T3 Foundation. More on this on our Community & Responsibility page.
Reading
- Startup Law in Türkiye 2026: from formation to exit in one map
- SAFE & Early-Stage Financing in Türkiye
- Ten Critical Points When Negotiating a Shareholders’ Agreement
- Founder Vesting in a Turkish Joint-Stock Company
- SAFE or Convertible Note? A Decision Framework for Turkish Startups
- TCC Article 376 for a Cash-Burning Startup
- Setting Up a Company in Türkiye as a Foreign Founder
Related
See also U.S. Flip-Up & Company Formation, Employment Law & ESOP, Sell-Side Representation, ESOP, and SAFE.
Founder Academy resources
Free, practical checklists for this area: Term Sheet Negotiation Checklist, ESOP Design Checklist, YC SAFE Documents.
Other Practice Areas
The team you will work with in this area
Click a name for the profile.
