A rolling close lets a fundraise be completed in instalments: rather than gathering every investor for a single signing, the company or fund holds a first close: at which the money committed so far is wired and the vehicle becomes operational: followed by one or more subsequent closes over an agreed window, all on the same documents. The mechanic exists because investor readiness never synchronises naturally: a hard requirement that everyone signs on the same day hands timing leverage to the slowest participant.
In fund formation, the practice is standardised: the LPA fixes an outside date for final closing (often twelve months from first close), and later-closing LPs are treated as if admitted at first close: they fund their share of drawn capital plus an equalisation amount (interest-like compensation to the earlier LPs) so all investors hold identical positions. In startup rounds the same logic appears twice: SAFEs are rolling by nature (each signature is its own close), and priced rounds frequently provide for a first close at a minimum amount with permitted subsequent closes on identical terms within 60–90 days, capped at an agreed maximum.
Execution notes for Turkish companies
For a Turkish anonim şirket, each close that issues shares is a capital increase requiring general-assembly or registered-capital board action and trade-registry steps, so multiple closes multiply corporate procedure. Practice therefore favours collecting all subscriptions and executing a single increase covering them, or: in flip-up structures: running the rolling closes at the foreign holdco where issuance is administratively trivial. The legal discipline that matters: identical documents across closes, a hard long-stop date, and clarity on whether later money buys at the same price regardless of progress between closes.
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