Jump to

Venture Capital in Türkiye: How VC Works, GSYF Funds and Deal Terms

In brief

Venture capital (VC) is a form of private equity and financing that investors provide to startups and small businesses that are believed to have long-term growth potential. Unlike loans, venture capital does not require repayment but rather involves exchanging equity in the company for funding.

What is Venture Capital?

Venture capital is a crucial financial resource for startups lacking access to capital markets. It’s provided by outside investors, venture capital firms, or wealthy individuals, and involves high risk in exchange for potentially high returns through equity gains.

Why Venture Capital is Important:

Venture capital is vital for its role in funding innovations that lack access to traditional capital sources. It enables high-risk companies to grow rapidly without the burden of debt. Moreover, VCs often provide mentoring, strategic guidance, and access to further networking opportunities, which are essential for a startup’s growth.

Why Venture Capital is Relevant to a Growing Company:

For startups aiming for rapid expansion, venture capital provides the necessary financial fuel to scale operations, invest in technology, and hire key staff. VC investors also bring valuable industry insight and operational expertise, often helping companies refine their business models and strategies to suit market needs.

Impact of Venture Capital on the Economy:

Venture capital has a significant impact on the economy by fostering innovation, supporting groundbreaking technologies, and generating employment. It facilitates the growth of startups into major corporations, supporting everything from technological advancements to new types of consumer services.

Challenges and Considerations in Venture Capital Financing:

Navigating the world of venture capital financing requires careful strategic planning. Startups must be prepared for intensive due diligence processes and to potentially give up significant control and equity. The relationship with venture capitalists should be symbiotic, with clear agreements on the roles and expectations to avoid future conflicts.

Strategic Use of Venture Capital:

Successfully leveraging venture capital investment involves more than just securing funds. Companies must strategically use this capital for growth while aligning with their investors’ expectations. This includes hitting developmental milestones that could trigger further funding rounds or lead to a successful exit strategy via public offering or acquisition.

In conclusion, venture capital is more than just money; it’s a dynamic resource that offers growth potential, strategic partnerships, and essential market access to startups poised for rapid growth. For these companies, understanding how to effectively engage with venture capitalists can determine their trajectory of success and innovation in their industry.

Why VC is Relevant to a Growing Company:

For startups aiming for rapid expansion, venture capital provides the necessary financial fuel to scale operations, invest in technology, and hire key staff. VC investors also bring valuable industry insight and operational expertise.

Venture capital in Türkiye

Venture capital in Türkiye runs through three legal channels. Domestic funds are organised as venture capital investment funds (girişim sermayesi yatırım fonu, GSYF) under CMB Communiqué III-52.4, managed by a licensed portfolio management company, or as listed venture capital investment companies (GSYO). Individual angels can register as qualified angel investors (bireysel katılım yatırımcısı) with the Ministry of Treasury and Finance and deduct 75 percent of their qualifying investment, 100 percent for startups backed by certain public R&D programmes, from their income tax base. Foreign funds invest either directly into the Turkish joint-stock company or, more often, into a foreign holding company created in a flip-up, which is why many Turkish startups raising from US or European VCs end up with a Delaware or Dutch parent.

The instruments differ from the US template. A priced round in a Turkish anonim şirket is a capital increase with new registered shares; investor protections such as liquidation preference, anti-dilution and board seats are written into the shareholders’ agreement and, to the extent the Commercial Code allows, into privileged share classes in the articles. SAFEs and convertible notes have no native equivalent and must be adapted to Turkish company law, which is one of the recurring reasons for the flip-up.

Negotiating term sheets and closing VC rounds into Turkish and flipped companies is at the centre of our startup financing practice.

How are venture capital funds regulated in Türkiye?

Through the Capital Markets Board: venture capital investment funds under Communiqué III-52.4 and venture capital investment companies under the CMB’s investment company rules, both managed by licensed institutions.

Can a foreign VC fund invest directly in a Turkish startup?

Yes. Law No. 4875 gives foreign investors national treatment; the investment is a capital increase in the Turkish company, registered at the trade registry and reported to the Ministry of Industry and Technology.

Is there a tax incentive for angel investors in Türkiye?

Yes. Licensed qualified angel investors can deduct 75 percent of the amount invested in eligible startups from their income tax base, rising to 100 percent for startups supported by designated public R&D programmes, within the annual limits set by law.

Is this on your desk?See how Vircon Legal works on startup financing and rounds, or book a call directly.
Book a call →