Vircon Legal’s Managing Partner Erdem Mümtaz Hacıpaşaoğlu delivered a “Startup Law” training session at the T3 Foundation (T3 Vakfı), walking founders through the legal fundamentals of building a startup in Türkiye.
The session covered company formation and corporate structuring, founder and equity arrangements, intellectual-property protection, and the legal building blocks founders should put in place before raising capital.
The founder agreement is the document nobody wants to write
Most early disputes are not about money; they are about expectations that were never written down. Who owns what if someone leaves in month four, what happens to a co-founder who stops contributing but keeps their shares, and who decides when the founders disagree. Vesting with a cliff exists precisely for this: it converts equity from something granted at the start into something earned over time, and it is far easier to agree while everyone is still enthusiastic than after someone has left.
The same logic applies to the cap table. A clean, current cap table is the first thing an investor asks for and the first thing that reveals whether a company has been run carefully.
Intellectual property has to be assigned, not assumed
Code, designs and content belong to whoever created them unless there is a written assignment. That means a founder who wrote the prototype before incorporation, a freelancer paid by invoice, and an intern who built the landing page all retain rights until they sign them over. This surfaces in diligence with predictable regularity, and it is one of the few problems that gets structurally harder to fix over time — people move, companies dissolve, and goodwill fades.
A short assignment agreement signed at the point of engagement solves it. Trademarks deserve the same discipline: registering the name in the classes the business actually operates in, before someone else does.
What “investment ready” actually means
Being ready to raise is largely a documentation state. The company exists in the right form, the shares are where they should be, IP sits with the company, employment and contractor relationships are papered, the option pool is adopted rather than promised, data-protection basics are in place, and there is a data room that can be opened without a week of preparation. Nothing on that list is expensive at the start; each item is expensive under a signing deadline. The instruments themselves — SAFEs, convertibles, priced rounds — are covered in our investment terms glossary and in Read It Before You Sign.
Go deeper
- Startup Law in Türkiye: from formation to exit
- ESOPs in Türkiye: legal and tax implications
- Startup & Scaleup Advisory
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April 3, 2026Related Practice Areas
Startup Law
Incorporation, founder agreements, ESOP, term sheets, regulatory matters.
View service →US Company Formations & Flip-Ups
Delaware C-Corp, flip-up structures, SAFE/convertible notes, 83(b).
View service →Intellectual Property
Trademark, patent, copyright and trade secret advisory.
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