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Legalwise

Startup & Venture Law

The agreement signed between founders at a venture's formation stage prevents most of the problems that would otherwise surface at the first funding round. Legalwise plans every stage your venture will go through, from incorporation to funding rounds and an employee stock option plan for the team, from a legal standpoint.

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For Clients Living Outside Turkey

Foreign founders setting up a Turkish entity, or foreign investors participating in a Turkish startup's funding round, can obtain company formation, shareholder agreement and investment advisory remotely, with in-person involvement generally limited to specific closing or notarisation steps.

How to get started from abroad

Services We Provide

  • Startup company formation and founders' agreements
  • Angel and venture capital investment agreements
  • Employee stock option plan (ESOP) design and documentation
  • Technopark/R&D centre incentive applications and IP transfer

How the Process Works

  1. 1

    Formation structure and founders' agreement

    We draft the founders' agreement governing equity split, the vesting schedule, exit scenarios and decision-making mechanisms.

  2. 2

    Funding round preparation and negotiation

    We negotiate the investment agreement and shareholders' agreement, and represent the company during the legal due diligence process.

  3. 3

    Employee stock option plan and team documentation

    We prepare the employee stock option plan, its vesting and exercise conditions, and the related employment contract addenda.

  4. 4

    Incentive applications and intellectual property

    We document the process of benefiting from technopark or R&D centre incentives, and the transfer of intellectual property from founders/employees to the company.

When Should You Seek Legal Help?

  • When planning to found a venture and wanting to clarify the equity split among founders
  • When you reach the term sheet stage with an angel investor or venture capital fund
  • When planning to grant employee stock options (ESOP) to your team
  • When you want to benefit from a technopark or R&D centre incentive
  • When a founder departure, share transfer or management dispute arises among founders

Common Disputes

  • Disputes among founders over equity and vesting
  • Breaches of representations and warranties in the investment agreement
  • Disputes over stock option exercise conditions
  • Disputes arising from intellectual property not having been transferred to the company

Our Approach

The most common problem in ventures is that a founders' agreement skipped at formation because "we trust each other" turns into a retroactive problem at the first dispute or funding round. Legalwise reduces this risk from the outset by building contract structures proportionate to and appropriate for the size of your venture.

Frequently Asked Questions

Why should a founders' agreement be made at an early stage?

If equity, vesting and exit scenarios are clarified while relations between the parties are still good, most of the disputes that could arise later are prevented.

Is there a legal difference between angel investment and venture capital fund investment?

Although both are equity investments, fund investments typically involve more extensive legal due diligence, reporting obligations and a board observer right.

How is an employee stock option plan (ESOP) set up?

The size of the option pool, the vesting schedule and the exercise conditions are determined and documented through the company's articles of association and addenda signed with the relevant employees.

What legal steps are needed to benefit from technopark incentives?

The company's activity is assessed for eligibility under the incentive scheme, and the agreement with the technopark administration and the required declaration/application documents are prepared.

How can a foreign investor invest in a Turkish venture?

As a rule, foreign investors may invest in Turkish companies in exchange for equity; depending on the structure of the investment, a capital increase, share transfer and the related notification obligations are planned.

Need legal support in this area?

Schedule a preliminary consultation with our expert team; let's assess your case together.