🇹🇷Türkçe okuyucu musunuz? Bu yazının Türkçe versiyonu:Amerikan Terimlerinin Türk Hukukundaki Karşılıkları: Kurucular, Yatırımcılar ve Avukatlar İçin Şirketler Hukuku Karşılık Tablosu →
A US fund’s counsel asks for the “stock ledger”. A Turkish founder answers with the pay defteri and the conversation stalls, because the two documents do similar jobs under different rules. Most of the friction in a cross-border Turkish round is not a legal disagreement. It is two sides using words that almost translate.
This page is the translation layer. Each row takes a term from US corporate practice, names its nearest counterpart under the Turkish Commercial Code (Law No. 6102, “TCC”) and related legislation, and says where the two part ways. Where there is no counterpart, it says so, because “there is no such thing here” is often the most useful sentence in the deal. Article numbers refer to the TCC unless stated otherwise. The reverse direction — Turkish concepts a US lawyer will not have met — closes the page.
Entities and formation
| US term | Turkish counterpart | Where they differ |
|---|---|---|
| Delaware C-Corporation | Anonim şirket (A.Ş.) — joint-stock company, Art. 329 | Single-shareholder companies are permitted. Minimum share capital is TRY 250,000 (TRY 500,000 under the registered capital system) by Presidential Decision No. 7887, effective 2024. Every A.Ş. is a corporate taxpayer; there is no pass-through election. |
| LLC | Limited şirket (Ltd. Şti.), Art. 573 | Not tax-transparent — taxed like an A.Ş. Share transfers need a notarised written agreement, shareholder approval unless the articles say otherwise, and registration (Art. 595). This is why venture investors almost always require conversion to an A.Ş. before closing. Minimum capital TRY 50,000. |
| Certificate of Incorporation + Bylaws | Esas sözleşme — articles of association, one document | Registered with the Trade Registry through MERSİS and published in the Trade Registry Gazette. Art. 340: the articles may depart from the Code’s rules on joint-stock companies only where the Code expressly permits it. Bylaw-style freedom does not exist; what the Code does not open, the articles cannot change. |
| Secretary of State filing | Ticaret Sicili Müdürlüğü — Trade Registry Directorate (via MERSİS) | Registrations are examined for legality before they are accepted, not merely filed. Foreign documents need an apostille and a sworn Turkish translation. |
| Registered agent | No equivalent | The company’s registered office (merkez) in the articles is the service address. There is no third-party agent role to appoint or pay for. |
| EIN | Vergi kimlik numarası — tax identification number | A foreign shareholder, individual or entity, obtains a “potential” tax number before it can be registered as a shareholder. This is a step in every cross-border closing and is not visible in US checklists. |
| Certificate of good standing | Sicil tasdiknamesi / faaliyet belgesi — registry certificate | Issued by the Trade Registry or the Chamber of Commerce. The registry record is also publicly searchable, which reduces how often the certificate is actually needed. |
| Franchise tax / annual report | No equivalent | No annual state-level fee for existing. Recurring costs are corporate income tax (25%, Corporate Tax Law Art. 32), chamber dues and the ordinary general assembly within three months of year-end (Art. 409). Registry filings are event-driven, not annual. |
| Foreign qualification | Şube (branch) or irtibat bürosu (liaison office) | A liaison office may not carry on commercial activity (Foreign Direct Investment Law No. 4875, Art. 3(h)). A branch is a registered extension of the foreign company; a subsidiary is a separate A.Ş. |
Shares and the cap table
| US term | Turkish counterpart | Where they differ |
|---|---|---|
| Authorized shares | Kayıtlı sermaye tavanı — registered capital ceiling, Art. 460 | Exists only if the company opts into the registered capital system; the board’s authority to issue within the ceiling lasts at most five years. Under the default esas sermaye system there is no reserve of unissued shares: every issuance is an amendment of the articles by the general assembly. |
| Issued and outstanding | Esas sermaye / çıkarılmış sermaye — issued capital | Shares are always fully subscribed. At least 25% of the nominal value is paid before registration and the balance within 24 months (Art. 344); any premium is paid in full before registration. Unpaid nominal is a debt of the shareholder to the company. |
| Par value | İtibari değer — nominal value, Art. 476 | Minimum one kuruş; no-par shares do not exist. Shares may not be issued below nominal (Art. 347). Since nominal is a floor for the price, a “full ratchet to zero” cannot be executed the American way. |
| Common stock | Adi pay — ordinary shares | Same idea. Note that the concept is “share” (pay), not “stock”; a share is a unit of capital with a nominal value. |
| Preferred stock | İmtiyazlı pay — privileged shares, Art. 478 | Privileges may attach to dividend, liquidation proceeds, pre-emption and voting, and must be written into the articles; creating them requires 75% of the capital (Art. 421(3)(b)). Voting privilege is capped at 15 votes per share (Art. 479). Contract alone does not create a share class. |
| Stock ledger | Pay defteri — share ledger, Art. 499 | Towards the company, only the person entered in the ledger counts as a shareholder (Art. 499(4)). A transfer not registered in the ledger is a transfer the company may ignore. See the share ledger as the legal cap table. |
| Stock certificate | Pay senedi — share certificate, Art. 484 | Registered (nama) or bearer (hamiline); shares may also exist without a certificate. Bearer transfers take effect only on notification to the Central Registry Agency (Art. 489). For individuals, the two-year capital gains exemption under Income Tax Law Rep. Art. 80 attaches to certificated shares — which is why founders print certificates early. |
| Transfer restrictions in bylaws / ROFR | Bağlam — statutory transfer restriction, Arts. 492–493 | The articles may make transfers of registered shares subject to company approval; approval may be refused only for an important reason stated in the articles, or by offering to buy the shares at real value (Art. 493). Introducing the restriction later needs 75% of capital (Art. 421(3)(c)). A contractual ROFR sits in the shareholders’ agreement on top of this. |
| Treasury stock / buyback | Şirketin kendi paylarını iktisabı, Art. 379 | A company may acquire its own shares for value only up to 10% of capital, under a general assembly authorisation valid for at most five years. Repurchase-heavy US techniques run into this ceiling quickly. |
| Option pool | No reserved-shares concept | Shares cannot be “set aside” unissued. The working routes are conditional capital increase for employees (Arts. 463–472), company-held shares within the 10% ceiling, or a contractual promise backed by a future capital increase. See conditional capital for option plans. |
| Cap table | No statutory document | The share ledger is the legal record; the spreadsheet is a management tool; the shareholders’ agreement schedule is a contract. When they disagree, the ledger wins towards the company and the contract wins between its parties. |
Governance
| US term | Turkish counterpart | Where they differ |
|---|---|---|
| Board of directors | Yönetim kurulu, Art. 359 | One or more members; a single-member board is valid. A legal entity may sit on the board, acting through one registered natural person (Art. 359(2)) — a fund can hold the seat in its own name. |
| Investor board seat | Yönetim kurulunda temsil edilme hakkı, Art. 360 | Must be granted in the articles to a share group or identifiable group of shareholders; the general assembly must then elect the nominee absent a justified reason. A seat promised only in the shareholders’ agreement is a contractual promise, not a corporate right. |
| Fiduciary duties (care and loyalty) | Özen ve bağlılık yükümlülüğü, Art. 369 | The standard is the care of a prudent manager and protection of the company’s interests in good faith. It is owed to the company, and liability runs to the company, shareholders and creditors (Art. 553). |
| Business judgment rule | Not codified | Liability under Art. 553 is fault-based; directors are not liable for matters outside their control (Art. 553(3)) and delegation protects them if they chose carefully (Art. 553(2)). Courts apply a care standard rather than a presumption in the director’s favour. |
| Unanimous written consent (board) | Elden dolaştırma yoluyla karar, Art. 390(4) | A written proposal by one member circulated to all members, adopted with the written approval of a majority of the total membership. The proposal must reach every member; signatures need not be on the same sheet. |
| Board quorum | Art. 390(1) | Majority of the total membership present, decisions by majority of those present, unless the articles set a stricter rule. Members cannot vote by proxy (Art. 390(2)). Fully electronic meetings are permitted if the articles provide for it (Art. 1527). |
| Officers (CEO, Secretary, Treasurer) | Murahhas üye / müdür, Arts. 367 and 370 | Management may be delegated by internal directive to executive members or third parties; representation may be delegated to executive members or managers, but at least one board member must retain signing authority (Art. 370(2)). There is no corporate secretary office. Default representation is by two signatures. |
| Annual meeting of stockholders | Olağan genel kurul, Art. 409 | Held within three months of the end of each financial year; approves accounts, elects organs, decides on profit distribution and discharges the board. |
| Stockholder action by written consent | No equivalent; nearest is çağrısız genel kurul, Art. 416 | Shareholders cannot resolve on paper without a meeting. If all shareholders or their representatives are present and none objects, they may meet without call formalities; the meeting may be electronic. Minutes and, for many resolutions, a Ministry representative are still part of the process. |
| Stockholder quorum | Art. 418 | One quarter of capital for the first meeting, no quorum for the second; decisions by majority of votes present. Amendments to the articles need half the capital present (Art. 421(1)). |
| Supermajority / protective provisions | Art. 421(2)–(3) and heavier quorums in the articles | The Code itself requires unanimity to move the seat abroad or to impose on shareholders an obligation to cover balance-sheet losses, and 75% of capital to change the business entirely, create privileged shares or restrict registered share transfers. The articles may add heavier quorums (Art. 421(1)); investor vetoes are usually built as group privileges plus contractual undertakings. |
| Inspection rights (DGCL §220) | Bilgi alma ve inceleme hakkı, Art. 437; special audit, Art. 438 | Every shareholder may inspect the financial statements before the general assembly and question the board; a court-appointed special auditor may be sought if the general assembly refuses. Broader information rights are contractual. |
| Derivative suit | Art. 555 | Each shareholder may sue directors for the company’s loss, but may only demand payment to the company. The court may share costs between claimant and company where the claim was justified (Art. 555(2)). |
| Appraisal rights | No general right; denkleştirme davası in reorganisations, Art. 191 | Only in mergers, demergers and conversions may a shareholder ask the court to fix an adequate equalisation payment, within two months of publication. There is no appraisal remedy for an ordinary share sale. |
| D&O insurance | Recognised, Art. 361 | Available and common in funded companies; the Code mentions it for listed companies as a governance signal. Indemnification by the company is contractual and limited by the Code’s capital protection rules. |
Financing instruments and investor rights
| US term | Turkish counterpart | Where they differ |
|---|---|---|
| Stock purchase agreement (priced round) | Sermaye artırımı + iştirak taahhütnamesi, Arts. 456–459 | New money comes in through a capital increase: general assembly resolution (or board resolution under registered capital), a subscription undertaking by the investor, payment into a bank, registration. The investment agreement organises the sequence; it does not by itself issue shares. Premium above nominal goes to the legal reserve (Art. 519(2)(a)). See share premium and its uses. |
| Pre-emptive rights | Rüçhan hakkı, Art. 461 | Statutory by default for every shareholder, in proportion to existing holdings. It can be limited or removed only for just cause and with at least 60% of capital. In US practice pre-emption is a negotiated right; in Türkiye the negotiation is about waiving it for each round. |
| SAFE / convertible note | No statutory instrument | The conditional capital increase (Art. 463) supports conversion rights for bondholders and employees, but there is no off-the-shelf SAFE. Since Law No. 7582 (in force 4 June 2026), Article 3(15) of Law No. 5746 disapplies the Code’s conditional-capital rules to conditional capital increases based on convertible debt agreements of non-listed companies holding the Ministry of Industry and Technology’s technoventure badge, under procedures that Ministry is to set; check whether they have been issued. Practice builds the economics with shareholder undertakings and a later capital increase. See how SAFEs work under Turkish law. |
| Liquidation preference | Tasfiye payında imtiyaz, Art. 478(2) | Recognised as a share privilege in the articles. A deal-style waterfall on a sale (rather than a liquidation) is contractual and enforced between shareholders. See privileged shares in Turkish companies. |
| Anti-dilution | Contractual, on top of Art. 461 | Implemented through the shareholders’ agreement and issuances at nominal to the protected investor. Because shares cannot be issued below nominal (Art. 347) and every issuance is a corporate act, the mechanism needs founder cooperation at each step. |
| Drag-along / tag-along | Contractual | Valid between the parties to the shareholders’ agreement. The articles cannot impose payment or performance obligations on shareholders beyond the share price (single-obligation principle, Art. 480(1)), so these rights live in the contract and are enforced through penalty clauses, options and powers of attorney. |
| Stockholders’ agreement / voting agreement | Pay sahipleri sözleşmesi | Binds its parties, not the company or the registry; a resolution passed in breach of it is valid but exposes the breaching party to damages. Anything that must bind everyone goes in the articles. See the anatomy of a Turkish shareholders’ agreement. |
| Investor rights agreement | Folded into the shareholders’ agreement | Turkish rounds generally use one shareholders’ agreement plus amended articles, not the NVCA four-document set. The NVCA documents map onto that pair rather than onto four Turkish documents. |
| — (no US equivalent) | Damga vergisi — stamp duty, Law No. 488 | Signed agreements with a stated monetary value attract stamp duty as a percentage of that value, with exemptions for some instruments. It affects how, where and whether the shareholders’ agreement is signed and is a standing item in Turkish deal structuring. |
Employee equity
| US term | Turkish counterpart | Where they differ |
|---|---|---|
| ISO / NSO stock options | Contractual option; delivery via Arts. 463–472 or Art. 379 | No tax-qualified statutory option type. The option is a contract; the shares are delivered either through conditional capital or from company-held shares. The Delaware-topco alternative is described in Rule 701 for a team in Türkiye. |
| 83(b) election | No equivalent | Shares given to an employee free or at a discount are wage income at their value when given (Income Tax Law Art. 61). There is no election to move the taxing point. The 2024 exemption in Income Tax Law Art. 17 for technology-startup employers exempts such shares up to twice the employee’s annual gross wage, clawed back if sold within six years on a sliding scale (as amended in 2026). |
| Vesting / reverse vesting | Contractual, supported by Arts. 492–493 | Built with call options, transfer undertakings and the articles’ transfer restriction, not with a restricted stock purchase agreement. See founder vesting in a Turkish joint-stock company. |
| Rule 701 exemption | Not needed for a private A.Ş. | Issuing shares to employees is not a public offering. The threshold to watch is different: a company with more than 500 shareholders is deemed publicly offered (Capital Markets Law No. 6362, Art. 16). Broad-based direct share plans count towards it. |
| 409A valuation | No requirement | No statutory valuation for pricing options or rounds. A court-appointed expert values in-kind contributions (Art. 343). For wage-tax purposes the value of shares given to employees is a factual question the company must be able to defend. |
| Phantom stock / SARs | Contractual cash bonus | Works as a promise to pay; taxed as wage when paid. Avoids the share ledger entirely, which is why it is common where the company is not ready for real equity. |
Records, filings and tax
| US term | Turkish counterpart | Where they differ |
|---|---|---|
| Books and records | Ticari defterler, Art. 64 et seq. | The commercial books (journal, general ledger, inventory) plus the share ledger, board resolution book and general assembly minute book are statutory records, subject to opening approvals and retention rules. A missing or unapproved book is a due diligence finding in itself. |
| Form 5472 / BE-13 (foreign ownership reporting) | Notifications under Law No. 4875, Art. 4 | Foreign investors report statistical information on their investments under the implementing regulation (through the E-TUYS system). The information may not be used as evidence for other purposes. |
| S-Corp / pass-through election | No equivalent | Both the A.Ş. and the Ltd. Şti. are corporate taxpayers at 25% (Corporate Tax Law Art. 32). The choice of form does not change the tax character. |
| Dividend withholding | Corporate Tax Law Art. 30(3); Income Tax Law Art. 94 | Dividends to non-resident shareholders are withheld at the statutory 15% as applied by the current Presidential Decision, reduced where a double tax treaty applies. Adding profit to capital is not a distribution. |
| QSBS (§1202) | No equivalent; nearest reliefs | For individuals: gains on certificated shares of resident companies held more than two years are outside capital gains tax (Income Tax Law Rep. Art. 80(1)). For corporate sellers: 75% of the gain on participation shares held two full years is exempt (Corporate Tax Law Art. 5(1)(e)). Neither is startup-specific. |
| Merger control (HSR) | Competition Board notification, Law No. 4054 | Acquisitions of control are notifiable above turnover thresholds set by communiqué. Since 2022 the Turkish-turnover thresholds are not applied to acquisitions of technology undertakings active in Türkiye, so a venture-stage target with little local revenue can still be notifiable — a point that catches startup acquisitions. A 0.04% Competition Authority levy is also paid on capital at incorporation and on capital increases (Art. 39). |
Turkish concepts with no US name
Three ideas do most of the work in the other direction. Tek borç ilkesi (single-obligation principle, Art. 480): a shareholder’s only obligation to the company is to pay for the shares; the articles cannot add more. It is why Turkish deal mechanics push obligations into contracts and why some US-style charter provisions simply cannot be registered. Emisyon primi (share premium): the difference between the price an investor pays and the nominal value, paid in full before registration and booked to the legal reserve — the vehicle through which a valuation actually enters the company. Rüçhan hakkı as a default: every existing shareholder has a statutory right to take up new shares pro rata, so each round begins with a waiver rather than a grant.
To these add the paperwork layer a US closing does not have: apostilled and sworn-translated corporate documents for any foreign signatory, a Turkish tax number for every new shareholder, signature declarations for new signatories given before a notary or the registry, and a registry that reviews the substance of what it registers. None of it is an obstacle. All of it is time, and the timeline of a Turkish round is where most of these translations are first needed.
The companion piece to this concordance looks at the same closing from the investor’s side — what actually has to happen for a foreign fund to invest directly in a Turkish company (published the following day). For the reverse question, a Turkish company moving under a US parent, start with Delaware C-Corp or Turkish joint-stock company and the flip-up guide.
Tool. Deciding which of these protections belong in your own agreement? Our SHA Term Selector lists 33 provisions with one-line explanations; tick the ones you want and send us the summary.
This concordance is for general information and is not legal advice. Article references are to the Turkish Commercial Code (Law No. 6102) unless otherwise stated and reflect the legislation as at publication; thresholds and rates set by Presidential Decision change and should be checked against the current text.
Sources. Turkish Commercial Code No. 6102 and Foreign Direct Investment Law No. 4875. Statute links open the official consolidated Turkish texts on mevzuat.gov.tr.
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