On 24 October 2018, Vircon Legal co-founder Erdem Mümtaz Hacıpaşaoğlu led the “Company Law and Processes” event with startup teams at Workinton.
The choices made at incorporation are hard to reverse
Entity type is the first fork. A limited liability company is cheaper and simpler to run; a joint-stock company is what investors expect, because share transfers are easier, share classes and preference rights are available, and an option plan can be built on top of it. Teams that start as a limited company and raise successfully almost always convert later — at a cost, and usually under time pressure.
Capital, signature authority and the articles of association are the other early decisions with long tails. Who can bind the company, in what amount and with whose counter-signature, is worth deciding before the first significant contract rather than after a dispute about whether someone had authority.
The processes matter as much as the structure. General meetings and board resolutions have formal requirements, and a company that has skipped them for years cannot produce a clean corporate record when an investor asks for one. The same applies to the share ledger: an accurate cap table supported by actual transfer documents is the difference between a smooth diligence process and a month of reconstruction. Fuller treatment in Startup Law in Türkiye; see also Corporate Governance and Startup & Scaleup Advisory.
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