Startup Lawyer in Bursa

The legal decisions taken in a startup’s early days, from its shareholding structure to its investment rounds, directly affect the company’s future. An intellectual property assignment overlooked at incorporation, or a partnership agreement never put in writing, may come back years later at the most critical moment of an investment negotiation. From our Bursa office, Neka Legal aims to provide founders, including foreign founders setting up in Türkiye, with a predictable legal framework suited to their business model at every step from incorporation to growth.

Incorporation and choice of company type

At the incorporation stage, we determine the company type that best suits your business model and complete the incorporation procedures. For startups aiming to raise investment, a joint stock company generally offers a more suitable structure in terms of more flexible share transfers, the creation of preferred shares and granting shares to employees. In a limited company, a share transfer requires a notarised written agreement and general assembly approval (Turkish Commercial Code, Art. 595), and shareholders may be held liable, in proportion to their shares, for public debts that cannot be collected from the company.

The minimum capital is TRY 250,000 for joint stock companies, TRY 500,000 for non-public joint stock companies under the registered capital system and TRY 50,000 for limited companies. For detailed information on company types and incorporation, see our corporate law page.

Founders’ agreement and vesting

We prepare founders’ agreements that clarify from the outset the rights and responsibilities of the founders, share transfer restrictions (vesting) and possible crisis scenarios. A founders’ agreement should clearly regulate the founders’ time and effort commitments, the decision-making procedure, what happens to a founder’s shares if they leave, non-compete and confidentiality obligations.

Under Turkish law, vesting is not a statutory institution as such; it is structured through share transfer restrictions, call options and conditional share transfer provisions. Since an agreement between shareholders, as a rule, binds only its parties, it is important to reflect these provisions in the articles of association as far as possible so that they are also effective at company level.

Assigning software and intellectual property to the company

We secure the legal position of the startup’s most valuable asset, the idea, software or design, and carry out its assignment to the company. Under the Law on Intellectual and Artistic Works, the rights in works created by employees in the course of their work belong to the employer unless otherwise agreed (FSEK, Art. 18). However, code developed by the founders before the company was formed, or by freelance developers, falls outside this rule; the economic rights in such works can only be assigned to the company by a written agreement that specifies each right individually (FSEK, Art. 52).

Filing a trademark application early and registering the domain name and social media accounts in the company’s name are also points frequently questioned in investor due diligence. For trademark registration, see our intellectual property page.

Legal roadmap from incorporation to first investment

1. Shareholding structure: The founders’ share split, roles and vesting conditions are put in writing.
2. Incorporation: A company type suited to the business model and investment goals is chosen and the articles of association are drafted.
3. IP assignment: Software and designs created by the founders and external developers are assigned to the company by written agreement.
4. Product compliance: User agreements, a privacy policy and KVKK privacy notices are prepared.
5. Investment readiness: Legal due diligence is carried out on the company and gaps are closed so that it is ready for investor review.
6. Investment round: The term sheet, shareholders’ agreement and share purchase agreement are negotiated and the capital increase is completed.

The investment process and agreements

To prepare for investment, we carry out legal due diligence on the company and close the gaps so that it is ready for investor review. We manage the negotiation of the term sheet, shareholders’ agreement (SHA) and share purchase agreement (SPA), and we design employee stock option plans (ESOP) that strengthen the team’s commitment to the company. In shareholders’ agreements, we assess in detail the long-term effects for the founders of provisions such as investors’ information and veto rights, tag-along and drag-along clauses, anti-dilution protection and liquidation preferences.

For investments made through angel investors, venture capital funds and equity crowdfunding platforms regulated by the Capital Markets Board, we work through the specific legal and tax consequences of each financing model with our clients.

Key legal documents by stage

The articles of association and founders’ agreement prepared at incorporation clarify the shareholding structure and decision-making procedure. To ensure that the product and the brand belong to the company, written IP assignment agreements should be signed and a trademark application filed early. When the product is offered to users, a user agreement, privacy policy and privacy notice regulate the relationship with users and KVKK compliance.

As the team grows, employment and service agreements, confidentiality undertakings and employee stock option plans (ESOP) bind the team to the company and prevent information leaks. At the investment stage, the term sheet, shareholders’ agreement (SHA), share purchase agreement (SPA) and legal due diligence report set out the rights and obligations of the investor and the founders.

Non-compete clauses have limits. Non-compete agreements with employees must be in writing and limited in place, time and type of business. Except in special circumstances, their duration cannot exceed two years (Turkish Code of Obligations, Arts. 444–445).

Growth and international structuring

At the growth stage, we design personal data protection processes and prepare user agreements suited to business models such as SaaS and marketplaces, and privacy policies and terms of use for websites and mobile apps. For data-driven startups, see also our data protection and IT law page. For startups wishing to structure abroad, we handle the setting up of a foreign holding structure (flip) and the legal management of cross-border operations, and we assess the conditions for benefiting from technology park and incentive legislation.

Frequently asked questions

Should I set up a limited company or a joint stock company for my startup?

If you plan to raise investment in the near future, a joint stock company usually offers a more suitable structure. A limited company may also be chosen by startups that begin alone or with a small team and have no investment plans.

Does a founders’ agreement replace the articles of association?

No. A founders’ agreement regulates the relationship between the shareholders and, as a rule, binds only its parties. Provisions intended to be effective at company level must also be reflected in the articles of association.

Who owns the rights to code written before the company was formed?

Unless otherwise agreed, the person who wrote the code. For these rights to pass to the company, a written assignment agreement specifying the subject clearly is required.

Can vesting be applied under Turkish law?

Yes. Vesting can be structured in line with Turkish law through tools such as share transfer restrictions and call options; designing the articles of association and the shareholders’ agreement together is important.

Can employees be given shares in the company?

Yes. Share option plans can be structured using shares held by the company or through a capital increase. The corporate and tax aspects of the plan should be assessed together.

Responsible attorney: Kaan Kaplan

This page has been prepared for general information purposes and does not constitute legal advice. Last updated: 6 November 2026.