When launching a venture, the legal relationship among co-founders matters just as much as the product and initial funding. Informal understandings reached at inception are frequently interpreted differently once the team grows, external capital enters, or a founder departs. A written founders’ agreement defines the core framework of that relationship in advance.

Equity allocation, the single-obligation principle and founder contributions by company type

Cash capital, time commitment, technical know-how and commercial relationships constitute distinct contributions whose scope and timeline should be defined clearly. Vesting schedules or share buy-back arrangements upon early departure operate differently depending on corporate form under Turkish law: in a joint-stock company (anonim şirket), save for periodic non-monetary secondary obligations attached to restricted registered shares (TCC Art. 480(4)), the articles of association cannot impose obligations on a shareholder beyond paying the share issue price or any share premium exceeding nominal value (TCC Art. 480(1) — single-obligation principle). In a limited liability company (limited şirket), by contrast, additional payment and ancillary performance obligations may be stipulated in the company agreement (TCC Arts. 577, 603, 606). Translating a foreign vesting clause without adapting it to Turkish corporate law may prevent it from producing the intended legal effect.

Governance, representation authority and the relationship with the articles of association

Day-to-day operational decisions need not be subject to the same quorums as raising investment, incurring debt, admitting new shareholders or transferring core assets. Because a founders’ agreement operates under the law of obligations and binds only its signatories, founders must evaluate separately which governance provisions may validly be incorporated into the company’s articles of association within mandatory statutory limits so as to bind the company and future shareholders.

Consolidation of rights over software code, designs and trademarks in the company

Source code written or designs created by a founder prior to incorporation do not vest automatically in the newly formed company. Under Article 52 of Law No. 5846 on Intellectual and Artistic Works (FSEK), assignments of economic rights must be executed in writing and enumerate each transferred right individually; furthermore, agreements made prior to creation of software constitute only promissory undertakings, requiring a separate dispositive assignment once the work is completed (FSEK Art. 50(1)). Ownership of domain names and TÜRKPATENT trademark filings, together with IP assignment and confidentiality clauses for employees and external contractors, should likewise be documented.

Founder departures, notarisation rules for share-transfer undertakings and due diligence readiness

Consequences of a founder ceasing active involvement, share-transfer mechanics and deadlock resolution procedures should not be left ambiguous. In a limited liability company, not only the transfer of shares itself but also any transaction creating an obligation to transfer shares requires written form with signatures notarised before a notary public, alongside general assembly approval unless the company agreement provides otherwise (TCC Art. 595(1)–(2)). Consequently, an unnotarised written share-transfer undertaking or call option in a founders’ agreement of a limited liability company is void for lack of form, whereas severable independent provisions of the agreement are assessed under partial-invalidity rules (TCO Art. 27(2)). In a joint-stock company, a written obligation to transfer shares may be validly concluded without notarisation, though completing the dispositive share transfer itself still requires endorsement and delivery of share certificates (if issued) or written assignment, together with compliance with any registered-share transfer restrictions in the articles of association (TCC Arts. 489–493). Maintaining aligned corporate records, IP assignments and commercial agreements facilitates subsequent investor due diligence.

Official sources and references

Source links point to official texts and references. This article is provided for general informational purposes only and does not constitute legal advice for any specific matter.