Startup CPA & Investment Structuring

Startup accounting, pre-funding structuring, investor-grade financial infrastructure, due diligence and exit-tax positioning — for founders planning a round.

Scope

In a funding round, the company structure, share and capital records, accounting policies, KPI reconciliations and data room should support the same economic story. We build the Turkish tax and accounting infrastructure at incorporation or before funding, then compare an A.Ş., Ltd. and foreign top-company scenario against the actual investor, IP, team and operating flow. Foreign-law and foreign-tax consequences are coordinated with advisers in the relevant jurisdiction; shareholder and investment agreements and corporate-law implementation remain with authorised legal counsel.

Pre-incorporation structure and tax comparison — A.Ş., Ltd. or foreign top-company scenarios, without assuming one universal answer
Tax and evidence planning for representing A.Ş. shares with share or interim certificates — the two-year analysis under ITA repeated Art. 80 is tested against actual acquisition and delivery records
Financial and tax requirements for vesting, cliff, ROFR, tag/drag-along and capital movements in shareholder and investment agreements; legal drafting remains with authorised counsel
Employee-equity analysis covering ITA Art. 17 eligibility, payroll, accounting and cap-table effects; plan and agreement documents are coordinated with counsel
Due-diligence preparation — reconciliation of the general ledger, management reports, KPI definitions and evidence with investor-facing data
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 options are compared against investor, IP, team, operating and exit assumptions; foreign-jurisdiction and corporate-law questions are allocated to the relevant advisers.
02

Incorporation + share evidence

Registration, capital and accounting steps are set up; for an A.Ş., share representation and the acquisition-delivery evidence chain are documented in coordination with counsel.
03

Pre-funding preparation

The cap table, financial statements, KPI reconciliation and investor data room are reviewed for gaps; the target calendar is built backwards from the expected round date.
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.

Deliverables

Pre-incorporation structure and tax decision memo; Turkish-impact matrix for a multi-jurisdiction scenario
A.Ş. incorporation and financial/tax decision-and-evidence checklist for share or interim certificates
Financial and tax requirements list for legal counsel preparing the shareholder and investment agreements
Employee-equity tax, payroll and accounting memo + cap-table/allocation model
Due diligence data room — investor-ready
Cap table (active Excel/Carta file)
Investor KPI dashboard — TFRS + unit economics (CAC, LTV, MRR) hybrid

Pricing model

Fixed incorporation package + separate funding-round advisory package. Monthly reporting fee billed separately from standard bookkeeping.

Typical timeline

There is no single statutory end-to-end period. With complete documents, banking, registry and adviser inputs, 2-3 weeks for incorporation and a 6-12 week funding-preparation work band may be targeted. Due-diligence timing depends on the investor scope and data-room readiness; neither timing nor funding outcome is guaranteed.

Frequently asked

What does a startup CPA in Turkey do?

A startup CPA builds financial records that can survive a funding round: revenue-recognition policy, cap-table and capital-event controls, management reporting, KPI reconciliation and a due-diligence data room. The objective is to make the accounting ledger, MRR, cash and growth figures traceable to the same source.

What is the right structure for a startup?

For Turkish operations and an equity round, an A.Ş. is commonly the first structure to test; how its shares are represented is a separate decision. A foreign top-company is assessed only after investor expectations, IP, team location, target market and Turkish tax cost are modelled together.

Why are registered share certificates critical?

Income Tax Act repeated Art. 80 can exclude gains on shares in a Turkish-resident company when the share certificate has been held for more than two years. A partnership interest and a share certificate are not the same asset; issuance, delivery and acquisition date must be evidenced. Late issuance does not create a universal permanent forfeiture, but it can change the start of the holding-period analysis.

Should I flip from Turkey to Delaware?

US customers or a US investor do not by themselves make a Delaware structure correct or mandatory. The decision follows the investor's actual requirements, the locations of IP and the team, the Turkish company's role, the proposed transaction steps, valuation and foreign-jurisdiction compliance costs. A transfer of existing shares or IP, a new share issue and the formation of a top company are not the same tax transaction; Turkish income or corporate tax, VAT, stamp tax, transfer-pricing and valuation effects are modelled for the concrete steps and coordinated with foreign legal and tax advisers.

How early should financial infrastructure be set up before a round?

A 3-6 month lead before investor meetings is a useful target, but the need depends on record quality and round scope. The cap table, revenue-recognition policy, financial statements, KPI reconciliation and data room are first assessed, then converted into a preparation calendar with owners and dates. Readiness work does not guarantee funding or valuation.

What if I combine startup + technopark?

Share evidence under the A.Ş. structure and Technopark activity segregation are separate tax analyses with different conditions. They can be planned together, but no zero-tax exit or fixed effective-tax-rate result should be assumed before acquisition dates, activity scope, personnel and revenue segregation are modelled.

Official sources

Last statutory source check: 11 September 2026

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