Starting a startup in Antalya: a lawyer's legal roadmap from incorporation to investment

In short

• For a startup that expects investors, a joint stock company (A.Ş.) is usually the more flexible vehicle. Share transfers, preferred shares and investor expectations are easier to build into its articles. A limited company (Ltd.) is cheaper and simpler, but a share transfer needs a written contract with notarised signatures and, unless the company agreement provides otherwise, approval by the general assembly.
• Minimum capital for companies established from 2024: TRY 50,000 for a Ltd., TRY 250,000 for an A.Ş. (Presidential Decision No. 7887).
• Sign a founders' agreement early: share split, vesting and buy-back, non-compete, leaving, and decision-making.
• The code must belong to the company. Rights in works that employees create at work are, by default, exercised by the employer (Law No. 5846, Art. 18). Code that founders wrote before incorporation needs a written assignment (Art. 52).
• Investment documents must fit Turkish law: SAFEs and convertible instruments, share transfers and capital increases.
• Employee equity is delivered through a share transfer or a capital increase. The tax side belongs to an accountant.
• Antalya has a support ecosystem: Antalya Teknokent, the Antalya Chamber of Commerce and Industry (ATSO), the West Mediterranean Development Agency (BAKA), KOSGEB and TÜBİTAK. Setting up inside the technopark is optional.

Limited or joint stock company for a startup in Antalya?

Both forms are available. For companies established from 1 January 2024, the minimum capital is TRY 50,000 for a limited company and TRY 250,000 for a joint stock company (Presidential Decision No. 7887). For the formation steps and documents, see Setting up a company in Türkiye as a foreign business.

For a startup that expects to take investment, the practical advantages of a joint stock company are:

• Share transfers. Registered shares can be transferred without restriction unless the law or the articles provide otherwise (Turkish Commercial Code (TTK) Art. 490). In a Ltd., a transfer of shares requires a written contract with notarised signatures and, unless the articles provide otherwise, approval by the general assembly (TTK Art. 595).
• Preferred shares. A joint stock company may give some shares a better right to dividends, to liquidation proceeds, to pre-emption or to votes (TTK Art. 478). Investors often ask for such rights.
• Investor expectations. Investment documents usually assume a joint stock company. A Ltd. can be made to work, but its articles and registry steps often need more adaptation.

A Ltd. is a reasonable start for a very small team with no investment plans. The tax effects of each form are for a Turkish certified public accountant (mali müşavir).

What should a founders' agreement cover?

Disputes between founders are among the most common obstacles in an investment round. A written agreement usually covers:

• Share split, and who contributes what (work, code, cash, intellectual property).
• Vesting and buy-back: shares are earned over time; unvested shares are bought back if a founder leaves early.
• Non-compete and confidentiality: limited in scope, time and territory, because an over-broad restriction may not be enforced.
• Leaving: good and bad leaver cases, the price and the payment terms.
• Decision-making: which decisions need a majority, which need unanimity, and what happens in a deadlock.

For the full framework, see Founders' agreements before investment.

Who owns the software and inventions: the founders or the company?

For most startups, the code is the main asset. Ownership depends on who wrote it and when.

Works created by employees. Under Art. 18 of the Law on Intellectual and Artistic Works (No. 5846, FSEK), unless a private contract or the nature of the work says otherwise, the rights in works that civil servants, staff and workers create while doing their work are exercised by those who employ them. Computer programs are protected works (Art. 2). An explicit IP clause in each employment contract avoids arguments.

Employee inventions. Under the Industrial Property Law (No. 6769), Art. 113, an invention made during employment is a "service invention" if the employee made it as part of their duties, or largely on the basis of the business's experience and work. Other inventions are free inventions. The employee must report a service invention in writing without delay (Art. 114). The employer has four months to claim it, fully or partly, in writing. If it does not, the invention becomes a free invention (Art. 115/1). If the employer claims it fully, the employee may ask for a reasonable payment (Art. 115/6).

Code written before incorporation. If founders wrote code before the company existed, they wrote it personally, and Art. 18 does not apply. Contracts and dispositions concerning economic rights must be in writing and must list each right separately (FSEK Art. 52). The assignment of economic rights in code must be in writing and list each right separately. A trademark assignment, however, must be notarised to be valid under Industrial Property Law Art. 148/4; registration also matters for enforceability against third parties. Domain-name transfers additionally require the relevant registrar's transfer procedures to be completed. An investor's legal due diligence usually starts here.

Freelancers and outside developers are not employees. Their contracts should state clearly that the rights are assigned.

What legal points matter when taking investment?

• SAFEs and convertible instruments. These instruments come from abroad and are not regulated by name in the Turkish Commercial Code. The contract has to be built so that it fits the Code. See SAFE and convertible startup investments under the Turkish Commercial Code.
• Share transfer or capital increase. An investor can buy existing shares, or the company can issue new ones. Apart from increases from internal reserves, capital cannot be increased until the cash price of the shares has been fully paid; however, unpaid amounts that are insignificant relative to the capital do not prevent an increase (TTK Art. 456/1).
• Foreign investors. A foreign investor's company documents, signature authority and powers of attorney are usually apostilled and translated into Turkish. See the company formation guide.
• Crowdfunding. Raising funds from the public is subject to the Capital Markets Board (SPK) rules and runs through licensed platforms. See Crowdfunding platform agreements and issuer obligations.
• The lawyer's role. In an investment round a lawyer usually prepares the company for legal due diligence; reviews and negotiates the term sheet, the shareholders' agreement and the investment agreement; handles the amendment of the articles, the general assembly resolution for the capital increase or share transfer and its registration at the trade registry; and has the foreign investor's documents prepared under Turkish law. The investor's lawyer represents the investor. A lawyer who looks after the startup's own interests, especially in the first round, makes terms that are hard to change later (liquidation preference, veto rights, anti-dilution protection, founder leaver terms) visible before signing.

Can a startup give employees shares?

Yes. Employees may receive shares through a transfer by existing shareholders or a capital increase. Although the TTK does not provide a separate regime covering every element of an ESOP, it expressly regulates conditional capital increases through which employees can be granted options to acquire new shares in an A.Ş. (TTK Arts. 463–472). The articles must provide the necessary basis, and the beneficiary groups, exercise conditions and capital limits must comply with the Code. The total nominal value of the conditional increase cannot exceed half the share capital (Art. 464). Conversion or subscription rights granted before registration of the relevant provision of the articles are void (Art. 465/3).

Transfers and other capital increases remain subject to the rules for the relevant company form. Vesting, leaver and buy-back terms should be explicit. If the company itself will buy back shares, the statutory limits on acquiring its own shares must also be observed: TTK Art. 379 and following for an A.Ş., and Art. 612 for a Ltd. Tax and social security effects should be assessed separately with an accountant.

Personal data, artificial intelligence and open source

Software and SaaS startups process user data, so three points deserve attention:

• Data protection (KVKK). Transfers of personal data abroad are governed by Art. 9 of the Personal Data Protection Law (No. 6698). Without an adequacy decision, other safeguards are needed. Any startup that uses cloud services should know where its data goes. See AI and SaaS ventures: IP and data transfers.
• EU AI Act. A Turkish startup that serves users in Europe may fall within the extraterritorial scope of the Act. See EU AI Act: extraterritorial scope for Turkish ventures.
• Open-source licences. The terms of the open-source components in a codebase, for example a duty to share source code, can affect the commercial model. See Open-source licence compliance in software and AI projects.

Which institutions in Antalya support startups?

The institutions below are described as they present themselves on their official websites. Programme terms and open calls change often, so current information should come from each site.

• Antalya Teknokent. Operated by Antalya Teknokent Yönetici ve İşletici A.Ş., at Akdeniz University's R&D 2 Uluğbey Building. Technology development zones are governed by the Technology Development Zones Law (No. 4691). The Law defines a zone as a place where firms produce or develop technology or software using a university's or R&D centre's facilities (Art. 3/b), and requires the zone's management company to be a joint stock company (Art. 3/k). Foreign managers and qualified foreign R&D or design staff may work in a zone (Art. 7). The tax side of zone incentives is a tax question for an accountant.
• Antalya Chamber of Commerce and Industry (ATSO). The province's chamber of commerce and industry. Its site publishes services, projects and training announcements. The Antalya Trade Registry Directorate operates within the chamber (TTK Art. 24/1).
• West Mediterranean Development Agency (BAKA). The regional development agency for the TR61 West Mediterranean region: Antalya, Isparta and Burdur.
• KOSGEB and TÜBİTAK. National bodies that run support programmes for small businesses, entrepreneurship and R&D projects. They are not specific to Antalya.

Is it compulsory to set up inside the technopark? No. Law No. 4691 does not require a company to be in a zone; an entrepreneur who wants to benefit from a zone applies to it. A company outside the zone is formed in the same way. The legal consequences of joining (rent, contract terms, sharing of IP) are set out in the agreement with the management company, and it should be read before signing.

What do foreign founders need?

For foreign founders who move to Antalya, forming a company with foreign capital, appointing a foreign manager and getting a work permit are separate steps. See Setting up a company in Türkiye as a foreign business and Foreign managers in a Turkish company: signing authority, work and residence permits. Foreign investors are treated like Turkish investors, and a limited or joint stock company needs no Turkish partner or manager.