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Startups: Investment & Structuring

Pre-funding structuring, investor-grade financial infrastructure, due diligence and exit-tax positioning — 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. share certificate or interim-certificate planning — two-year holding test and evidence chain under ITA repeated Art. 80
  • Shareholders' agreement design — vesting, cliff, founder reverse vesting, ROFR, tag/drag-along
  • Employee share plan — technoventure eligibility, two-times annual gross salary cap and holding-period rules under ITA Art. 17
  • 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

  1. 01

    Pre-incorporation advisory

    Structure selection, multi-jurisdiction decision, founder shares & vesting design (2 weeks).

  2. 02

    A.Ş. incorporation + share evidence

    Registration, articles and a counsel-reviewed plan for representing shares with certificates or interim certificates, including documented acquisition and delivery.

  3. 03

    Pre-funding preparation

    Cap table, financials, KPI reports, investor data room — 3 months before round.

  4. 04

    Due diligence

    Investor question handling, historical data presentation, transparent legal/financial answers.

  5. 05

    Round closing

    Capital increase, share transfer, registry filing, bank reconciliation.

  6. 06

    Post-investment

    Investor reporting cadence, board pack, KPI dashboard, annual audit prep.

Deliverables

  • Pre-incorporation structure report (multi-jurisdiction matrix)
  • A.Ş. incorporation + share/interim-certificate decision and evidence set
  • Shareholders' agreement draft (vesting + cliff + ROFR)
  • ESOP plan + allocation matrix
  • 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

Incorporation: 2-3 weeks. Funding-round prep: 6-12 weeks. Due diligence: 4-8 weeks (varies by investor).

Frequently asked

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?

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?

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: 29 August 2026

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