Startups: Investment & Structuring
Pre-funding structuring, investor-grade financial infrastructure, due diligence and exit-tax neutralisation — single-source for founders planning a round.
Scope
A startup's value loss often stems not from product or market but from entering a funding round with the wrong structure. From structure choice to issuing registered share certificates, ESOP design to due diligence dossier — we build the investor-grade infrastructure at incorporation. For ventures targeting foreign investors (VC, angel, corporate), we also guide multi-jurisdiction structures (Turkey + Delaware C-Corp or Estonia OÜ).
- Pre-incorporation structure analysis — A.Ş. vs holding-below (Delaware C-Corp / Estonia OÜ + Turkey ops)
- A.Ş. + registered share certificates (ITA repeated Art. 80) — exit-tax neutralisation (must be issued at incorporation)
- Shareholders' agreement design — vesting, cliff, founder reverse vesting, ROFR, tag/drag-along
- ESOP planning — A.Ş.-based employee share options (ITA Art. 17), exemption up to 25%
- DD-ready financial infrastructure — set up 3 months before first investor meeting
- Cap table management — round dilution simulation, SAFE / convertible note conversion
- Post-investment registry work — capital increase, share transfer, articles amendment
- Investor reporting package — TFRS-compliant monthly + quarterly KPI dashboard
- Pillar Two impact — side-effect check within €750M+ corporate-investor group structure
- Exit structuring — share sale vs SPV sale, tax position modelling
Process
- 01
Pre-incorporation advisory
Structure selection, multi-jurisdiction decision, founder shares & vesting design (2 weeks).
- 02
A.Ş. incorporation + certificate issuance
Registration, articles of association, registered share certificates (ITA repeated Art. 80 exemption substrate) — completed at incorporation.
- 03
Pre-funding preparation
Cap table, financials, KPI reports, investor data room — 3 months before round.
- 04
Due diligence
Investor question handling, historical data presentation, transparent legal/financial answers.
- 05
Round closing
Capital increase, share transfer, registry filing, bank reconciliation.
- 06
Post-investment
Investor reporting cadence, board pack, KPI dashboard, annual audit prep.
Frequently asked
What is the right structure for a startup?
If you plan Turkey ops and a Turkish-investor round: A.Ş. + registered share certificates (issued at incorporation). If you plan a foreign VC round: Delaware C-Corp / Estonia OÜ top-co + Turkey A.Ş. operational leg (flip structure). Decision depends on exit market and investor profile.
Why are registered share certificates critical?
Under Income Tax Act repeated Art. 80/1, A.Ş. shareholders holding registered share certificates pay ZERO tax on share sale after a 2-year holding period. Those without certificates face up to 40% withholding + income tax at exit. Certificates MUST be issued at incorporation or immediately after — late issuance forfeits the exemption.
Should I flip from Turkey to Delaware?
Depends on: (1) target market (US customers = Delaware advantageous), (2) investor profile (US VCs require Delaware C-Corp), (3) IP holding strategy, (4) tax cost (the flip itself triggers Turkish capital gains tax). Doing it early (when valuation is low) reduces tax cost. Decision matrix requires advisory.
How early should financial infrastructure be set up before a round?
3-6 months before investor meetings, ideally. Cap table, TFRS-compliant financials, KPI dashboard, data room — these are not built overnight. Startups starting late lose rounds during DD when they cannot answer questions quickly, or take valuation cuts.
What if I combine startup + technopark?
Twin incentive: (1) A.Ş. + registered share certificates → 0% capital gains tax at exit, (2) operations in technopark → full R&D earnings exemption + 95% personnel withholding incentive. Combined effect: effective tax rate on the same operation drops to 0-3% band. Structure must be designed jointly at incorporation.