SAFE (Simple Agreement for Future Equity), KISS (Keep It Simple Security), and convertible note instruments in Turkish venture finance operate within a structured procedural framework that combines specific contract-law foundations, comprehensive corporate-mechanics integration, structured tax framework coordination, integrated cross-border FX positioning, and broader dispute-resolution architecture producing the comprehensive venture-finance discipline that experienced practitioners support across the full investment lifecycle. The framework that governs the relevant questions is set primarily by the 6098 sayılı Türk Borçlar Kanunu (TBK / Turkish Code of Obligations) covering m.26 (sözleşme serbestisi / freedom of contract), m.27 (sözleşme serbestisi sınırı / contractual freedom limits), m.83 vd. (yenileme / novation framework — foundational for debt-to-equity conversion mechanics), m.117 vd. (ihtar / formal notice), and m.386 vd. (ödünç sözleşmesi / loan agreement — relevant for convertible note characterization); the 6102 sayılı Türk Ticaret Kanunu (TTK / Turkish Commercial Code) covering m.4 (ticari iş / commercial transaction), m.5 (Asliye Ticaret Mahkemesi jurisdiction), m.5/A (dava şartı arabuluculuk effective 1 January 2019), m.329 vd. (anonim şirket / joint stock company general framework), m.330 vd. (genel kurul / general assembly), m.342 (ayni sermaye / non-cash capital with bilirkişi valuation), m.421 (esas sözleşme değişikliği quorum framework), m.456-472 (sermaye artırımı / capital increase comprehensive framework), m.461 (rüçhan hakkı / pre-emption right — critical for convertible conversion mechanics), m.464 (şartlı sermaye artırımı / conditional capital increase — critical Turkish-law optimal mechanism for convertible instruments), m.480 (imtiyazlı paylar / preferred shares), m.553-560 (yönetici sorumluluğu / director liability), and m.573 vd. (limited şirket / limited liability company / Ltd. Şti. — distinct from anonim şirket / A.Ş. framework); the 193 sayılı Gelir Vergisi Kanunu (GVK) m.94 establishing interest withholding framework for payments to natural persons; the 5520 sayılı Kurumlar Vergisi Kanunu (KVK) m.13 (transfer pricing for related party transactions) and m.30 (cross-border interest withholding for non-resident corporations); the 488 sayılı Damga Vergisi Kanunu establishing stamp duty framework with standard 0.948% (binde 9.48) rate subject to annual ceilings; the 1567 sayılı Türk Parası Kıymetini Koruma Hakkında Kanun (TPKK) and 32 sayılı Karar establishing the foundational FX framework with döviz alım belgesi documentation requirements for cross-border investor capital flows; the 5718 sayılı Milletlerarası Özel Hukuk ve Usul Hukuku Hakkında Kanun (MÖHUK) m.24 governing hukuk seçimi (governing law selection / party autonomy); the 4686 sayılı Milletlerarası Tahkim Kanunu (MTK) governing international arbitration; the 6570 sayılı İstanbul Tahkim Merkezi Kanunu effective 1 October 2014 establishing ISTAC (Istanbul Arbitration Centre); the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 with Turkey accession effective 25 September 1991 with reciprocity reservation; the 6362 sayılı Sermaye Piyasası Kanunu (SerPK) governing public companies; the SPK Kitle Fonlaması Tebliği No. III-35/A.1 effective 3 December 2021 governing equity-based crowdfunding (relevant for some convertible-like instruments); the 5549 sayılı Suç Gelirlerinin Aklanmasının Önlenmesi Hakkında Kanun (MASAK Kanunu) governing AML/CFT and beneficial-owner identification; and the 6100 sayılı Hukuk Muhakemeleri Kanunu (HMK) governing procedural framework. Practice may vary by authority and year.
An English speaking lawyer in Turkey advising on SAFE/KISS/convertible note positioning will explain that effective Turkish venture-finance structuring requires structured coordination across instrument selection (SAFE versus KISS versus convertible note), comprehensive Turkish corporate-mechanics integration (notably TTK m.461 rüçhan hakkı and m.464 şartlı sermaye artırımı), structured tax-framework coordination (GVK m.94, KVK m.30, Damga Vergisi), integrated cross-border FX positioning (TPKK Law No. 1567 + 32 sayılı Karar), comprehensive governing-law and forum analysis (MÖHUK m.24, MTK Law No. 4686, ISTAC, NY Convention 1958), and broader strategic positioning supporting both immediate funding outcomes and longer-horizon equity-round preparation. The body of this guide walks through the SAFE/KISS/convertible note framework comparative analysis under TBK and TTK; the term sheet economics including valuation cap, discount rate, round size, and option pool coordination; the corporate mechanics under TTK Law No. 6102 with critical focus on conditional capital increase and pre-emption rights; the tax framework with GVK + KVK withholding and Damga Vergisi treatment; the investor protections under TBK with MFN and information rights discipline; the conversion triggers, maturity mechanics, and exit scenarios; the cross-border investor positioning with FX, governing law, and forum selection; and the execution checklist with documentary discipline, board approvals, and closing coordination. For procedural orientation on adjacent topics, our notes on share purchase agreements in Turkey, foreign court judgment enforcement in Turkey, and resolving commercial disputes in Turkey can be read alongside this material.
1) SAFE/KISS/Convertible Note Framework: Comparative Analysis under TBK Law No. 6098 and TTK Law No. 6102
A lawyer in Turkey advising on instrument selection will explain that the three primary venture-finance convertible instruments — SAFE (Simple Agreement for Future Equity), KISS (Keep It Simple Security), and convertible note — operate through structurally distinct procedural mechanics with specific Turkish-law characterization implications. The procedure ordinarily considers the substantive SAFE framework as the lightest-friction instrument typically lacking maturity dates, interest accrual, and extensive covenants — operating as forward equity commitment that converts upon qualified financing or specified trigger events with specific Turkish-law characterization questions; the substantive KISS framework as middle-path instrument codifying core investor protections (limited covenants, basic information rights, optional interest accrual) while maintaining concise documentation — popular with angel investors and micro-funds seeking consistent terms across multiple small ticket investments; the substantive convertible note framework as debt-classified instrument with structured maturity, interest accrual, and conversion triggers — typically required where investor policy mandates debt classification or where modest interest accrual supports investor accounting positioning; the substantive TBK m.27 framework establishing sözleşme serbestisi (contractual freedom) limits with specific implications for instrument enforceability — instruments must comply with foundational Turkish public policy and mandatory law principles; and the substantive characterization framework where Turkish law generally analyzes substance over form with specific implications for tax and regulatory positioning.
An Istanbul Law Firm advising on the Turkish-law characterization framework will note that effective convertible instrument structuring requires structured analysis across multiple parallel characterization dimensions supporting comprehensive subsequent procedural mechanics. The procedure ordinarily considers the substantive TBK m.386 vd. ödünç sözleşmesi (loan agreement) characterization framework where convertible notes typically map onto Turkish ödünç framework with structured procedural mechanics — interest provisions, maturity provisions, and repayment provisions all benefit from explicit characterization; the substantive TBK m.83 vd. yenileme (novation) framework governing debt-to-equity conversion mechanics where structured novation analysis supports substantive conversion legitimacy — the framework distinguishes between debt-extinction-with-equity-creation versus separate-equity-issuance positions; the substantive equity-instrument framework where SAFEs typically face Turkish-law characterization questions absent direct statutory equivalent — practitioners typically structure SAFEs through hybrid characterization combining contractual rights with future equity commitment; the substantive Ltd. Şti. (limited şirket / limited liability company) versus A.Ş. (anonim şirket / joint stock company) distinction under TTK where the specific corporate form produces structurally different conversion mechanics — Ltd. Şti. share transfers typically require notarial form (Notarlık Kanunu m.71/A) with broader procedural friction compared to A.Ş. share transfer mechanics; the substantive accounting-treatment framework where instrument classification (debt versus equity versus hybrid) produces specific accounting and tax implications under Turkish accounting standards (TFRS / Turkish Financial Reporting Standards); and the broader strategic-coordination framework where instrument selection operates within the comprehensive Turkish venture-finance regulatory framework.
A Turkish Law Firm advising on the strategic instrument-selection framework will note that effective Turkish venture-finance positioning requires structured analysis across multiple parallel dimensions producing optimal instrument selection for specific transaction circumstances. The procedure ordinarily considers the substantive runway-and-leverage framework where instrument selection responds to founder runway position, investor leverage, and broader negotiation dynamics — early-stage minimal-leverage scenarios typically support SAFE adoption while more contested scenarios may support KISS or convertible note structures; the substantive investor-policy framework where institutional investor internal policies may require debt characterization (supporting convertible note selection) versus equity characterization (supporting SAFE selection); the substantive priced-round-versus-bridge framework where genuine valuation readiness supports priced round (preferred share) structures while continued valuation deferral supports convertible structures; the substantive multi-investor-coordination framework where consistent instrument selection across multiple investors supports administrative simplicity and avoids fragmented terms — KISS frequently serves multi-angel coordination scenarios; the substantive next-round-positioning framework where instrument design should support smooth Series A transition with specific implications for term selection; the substantive accounting-and-tax positioning framework where instrument characterization produces specific GVK Law No. 193 m.94 and KVK Law No. 5520 m.30 implications (discussed in subsequent H2); the substantive Damga Vergisi Kanunu Law No. 488 implications where instrument characterization affects stamp duty exposure (discussed in subsequent H2); and the broader strategic integration framework where instrument selection operates within the comprehensive Turkish venture-finance ecosystem rather than as isolated documentary choice. The discipline outlined in our note on share purchase agreements in Turkey covers the broader transaction framework. Practice may vary by authority and year.
2) Term Sheet Economics: Valuation Cap, Discount Rate, Round Size, and Option Pool Coordination
An English speaking lawyer in Turkey advising on term sheet economics will explain that effective convertible structuring operates through three foundational economic levers — valuation cap, discount rate, and qualified round definition — with specific procedural mechanics affecting both immediate investor-founder economics and broader subsequent equity-round positioning. The procedure ordinarily considers the substantive valuation cap framework establishing maximum conversion price ceiling supporting investor-protection positioning where company valuation appreciates substantially before qualified financing — the cap operates as upside-protection mechanism rather than as current valuation indicator; the substantive discount rate framework establishing percentage discount (typically 10-25%) applied to qualified financing price supporting investor reward for early-risk acceptance — discount typically calculated as percentage of qualified-round price (e.g., 20% discount means conversion at 80% of qualified-round price); the substantive better-of cap-or-discount framework where the conversion price typically reflects the more favorable result for investor (lower of cap-implied price or discount-implied price) — this calculation methodology requires explicit documentation to prevent subsequent disputes; the substantive qualified financing definition framework establishing the threshold round size triggering automatic conversion — typical ranges $1M-$5M depending on company stage with specific procedural mechanics; the substantive non-qualified financing framework where smaller subsequent rounds may produce investor-elected conversion at the cap with structured procedural mechanics; and the broader strategic integration framework where term economics operate within the comprehensive Turkish venture-finance positioning.
An Istanbul Law Firm advising on the valuation cap analytical framework will note that effective valuation cap positioning requires structured analysis supporting both immediate investor-founder economics and broader strategic equity-round positioning. The procedure ordinarily considers the substantive market-comparable framework where structured analysis of comparable Turkish and regional venture rounds supports market-appropriate cap positioning — Turkish ecosystem comparables (notably Istanbul Startup Ecosystem data) supplement broader regional and global comparables; the substantive milestone-based-cap framework where some scenarios support cap adjustments based on company milestones — practitioners typically resist over-engineering through performance-based caps as auditable milestones are operationally challenging and produce subsequent dispute risks; the substantive option-pool framework where pre-money pool versus post-money pool calculation methodology produces material conversion-price differences — convertibles typically share dilution with pre-money pool expansion absent explicit protection; the substantive harmonization framework where multiple convertibles with different caps benefit from MFN coordination supporting administrative simplicity; the substantive scenario-modeling framework where structured pre-investment scenario modeling (small-bridge-then-large-round, large-immediate-round, no-round-until-maturity) supports comprehensive economic understanding; and the broader strategic-coordination framework where valuation cap analysis operates within the comprehensive convertible structuring framework.
Turkish lawyers who advise on the option pool coordination framework will note that option pool treatment operates as one of the most frequently overlooked economic dimensions producing substantial conversion-price implications under structured analysis. The procedure ordinarily considers the substantive option pool framework where Turkish A.Ş. employee equity programs typically operate through esas sözleşme-authorized çalışan opsiyon programı (employee option program) with structured TTK procedural mechanics; the substantive TTK m.380 framework where company own-share acquisition for employee programs faces structured approval and limit requirements with specific procedural mechanics; the substantive pre-money-pool framework where pool expansion before convertible conversion produces structured dilution affecting both convertible holders and existing shareholders — convertible holders typically share this dilution absent explicit protection; the substantive post-money-pool framework where pool expansion after convertible conversion places dilution exclusively on existing shareholders and convertible holders — this framework typically benefits convertible holders compared to pre-money pool framework; the substantive employee-communication framework where structured pool messaging supports employee retention and recruitment positioning; the substantive valuation-impact framework where pool sizing affects effective company valuation calculations producing implications for subsequent investor positioning; the substantive cap table preservation framework where structured cap table snapshots at signing, conversion, and subsequent rounds support comprehensive procedural-record documentation; and the broader strategic integration framework where option pool coordination operates within the comprehensive convertible structuring framework supporting integrated economic outcomes. Practice may vary by authority and year.
3) Corporate Mechanics under TTK Law No. 6102: Şartlı Sermaye Artırımı (m.464) and Rüçhan Hakkı (m.461) Coordination
An Istanbul Law Firm advising on corporate mechanics will note that Turkish convertible instrument conversion operates through structured TTK m.456-472 sermaye artırımı (capital increase) framework with specific procedural mechanics affecting both immediate conversion mechanics and broader corporate-governance positioning. The procedure ordinarily considers the substantive TTK m.464 şartlı sermaye artırımı (conditional capital increase) framework establishing the critical Turkish-law optimal mechanism for convertible instruments — the framework supports forward-authorized capital increase that activates upon specified condition fulfillment (typically convertible holder conversion election) with structured procedural mechanics; the substantive m.464 procedural prerequisites including (i) esas sözleşme (articles of association) authorization establishing the conditional capital authority with specific maximum amount and conversion conditions, (ii) genel kurul kararı (general assembly resolution) approving the conditional capital framework with TTK m.421 quorum requirements (3/4 represented capital quorum for esas sözleşme amendments), (iii) Türkiye Ticaret Sicili (Trade Registry) registration of the conditional capital framework, and (iv) structured triggering mechanics upon conversion election; the substantive activation framework where convertible holder conversion election automatically triggers the corresponding capital increase without requiring fresh genel kurul approval — this is the foundational efficiency advantage of m.464 framework compared to ordinary capital increase requiring fresh approval at each conversion; the substantive notarial-and-registry framework where conversion completion requires structured documentary mechanics including conversion notice, board confirmation, and Türkiye Ticaret Sicili registration; and the broader integration framework where şartlı sermaye artırımı operates as foundational Turkish-law convertible mechanism supporting comprehensive substantive operations.
A lawyer in Turkey advising on rüçhan hakkı (pre-emption right) coordination will note that the TTK m.461 framework establishes the foundational A.Ş. shareholder pre-emption right with substantive implications for convertible conversion mechanics. The procedure ordinarily considers the substantive TTK m.461 framework establishing the statutory pre-emption right where existing A.Ş. shareholders have priority right to subscribe to newly issued shares in proportion to existing holdings — the framework operates automatically at each capital increase absent explicit limitation; the substantive limitation framework where TTK m.461/2 supports rüçhan hakkı limitation through genel kurul kararı with structured 3/4 represented capital quorum requirements when limitation operates against shareholder interests — limitation requires haklı neden (justifiable cause) with structured procedural mechanics; the substantive convertible-conversion-coordination framework where convertible conversion typically requires structured rüçhan hakkı management — the m.464 şartlı sermaye artırımı framework supports advance limitation of pre-emption for the specific conversion shares with structured procedural mechanics; the substantive disclosure framework where structured disclosure of intended convertible conversion mechanics supports both immediate compliance and broader procedural integrity; the substantive existing-shareholder protection framework where structured advance approval through esas sözleşme authorization and m.464 framework prevents subsequent shareholder challenges to conversion mechanics; the substantive non-A.Ş. framework where Ltd. Şti. operates through different procedural mechanics under TTK m.573 vd. with notarial-form share-transfer requirements producing structurally different convertible considerations; and the broader strategic-coordination framework where rüçhan hakkı management operates as foundational convertible-mechanics consideration rather than as procedural afterthought.
A Turkish Law Firm advising on broader corporate mechanics will note that effective convertible implementation requires structured coordination across multiple parallel corporate-governance dimensions supporting comprehensive subsequent procedural mechanics. The procedure ordinarily considers the substantive board approval framework where yönetim kurulu (board of directors) approval of convertible issuance under structured procedural mechanics supports both immediate substantive operations and broader subsequent procedural integrity — board minutes preservation supports comprehensive procedural documentation; the substantive TTK m.342 ayni sermaye (non-cash capital) framework where some conversion scenarios may require structured kıymet takdiri (valuation) through bilirkişi (court-appointed expert) — typical convertible conversion against cash subscription does not require this framework, but structured analysis supports edge-case scenarios; the substantive TTK m.480 imtiyazlı paylar (preferred shares) framework where convertible conversion into preferred share class requires structured esas sözleşme authorization and class-creation procedural mechanics; the substantive Türkiye Ticaret Sicili (Trade Registry) framework where structured registration mechanics support both conversion completion and broader corporate-record integrity; the substantive shareholders agreement framework where pre-existing shareholders agreements may establish structured pre-emption restrictions, drag-along provisions, tag-along provisions, and broader transfer mechanics affecting convertible operations; the substantive TFRS (Turkish Financial Reporting Standards) framework where structured accounting treatment supports both immediate financial reporting and broader compliance positioning; and the broader strategic integration where corporate mechanics operate within the comprehensive Turkish venture-finance regulatory framework. Practice may vary by authority and year.
4) Tax Framework: GVK Law No. 193 m.94 Withholding, KVK Law No. 5520 m.30 Cross-Border Withholding, and Damga Vergisi Kanunu Law No. 488
An English speaking lawyer in Turkey advising on the tax framework will explain that Turkish venture-finance taxation operates through structured coordination across multiple parallel categories with specific procedural mechanics affecting both immediate investor-founder economics and broader subsequent compliance positioning. The procedure ordinarily considers the substantive 193 sayılı Gelir Vergisi Kanunu (GVK) m.94 framework establishing withholding obligations for interest payments to natural persons (gerçek kişi) — the framework typically operates through 15-20% withholding rate with specific procedural mechanics affecting both Turkish-resident and non-resident natural person investors; the substantive 5520 sayılı Kurumlar Vergisi Kanunu (KVK) m.30 framework establishing withholding obligations for cross-border interest payments to non-resident corporations (dar mükellef kurum) — the framework typically operates through standard 10-15% withholding rate subject to applicable çifte vergilendirme önleme anlaşması (DTAA / Double Taxation Avoidance Agreement) reduction; the substantive DTAA framework where Turkey's network of DTAAs (90+ jurisdictions) supports treaty-based withholding reduction with specific procedural mechanics including residence certification (mukimlik belgesi) and beneficial-ownership documentation; the substantive KVK m.13 transfer pricing framework governing related-party convertible transactions where structured arm's-length analysis supports compliance positioning — typically applies where convertible operates between affiliated entities with specific procedural mechanics; and the substantive accrual-versus-payment framework where structured timing analysis supports both immediate withholding obligations and broader subsequent procedural mechanics.
An Istanbul Law Firm advising on the conversion-in-lieu framework will note that effective convertible tax positioning requires structured analysis of conversion mechanics with specific implications for both immediate withholding and broader subsequent procedural integrity. The procedure ordinarily considers the substantive conversion-in-lieu framework where convertible note interest typically converts into equity rather than cash payment producing structured tax-treatment questions — the framework requires structured analysis of whether conversion qualifies as deemed payment triggering withholding obligations or whether structured timing supports withholding deferral; the substantive accrual framework where SAFE structures typically avoid coupon-accrual altogether supporting structured tax simplification — this is one of the foundational SAFE advantages compared to convertible note structures; the substantive equity-conversion framework where conversion into preferred or common shares typically produces structured tax-cost-basis allocation supporting subsequent capital gains positioning; the substantive Turkish-tax-reporting framework where structured tax reporting through annual income tax declarations and corporate tax declarations supports comprehensive compliance positioning; the substantive treaty-claim framework where non-resident investors must complete structured documentation including residence certification, beneficial-ownership confirmation, and treaty-claim filings supporting reduced withholding rates; the substantive withholding-recovery framework where structured procedural mechanics support recovery of excessive withholding through tax declarations; and the broader strategic integration framework where tax framework operates as foundational structuring consideration rather than as late-stage procedural afterthought.
A Turkish Law Firm advising on Damga Vergisi Kanunu (Stamp Duty Law) will note that the 488 sayılı Damga Vergisi Kanunu operates as foundational Turkish-law transactional tax with specific implications for convertible instrument structuring. The procedure ordinarily considers the substantive standard 0.948% (binde 9.48) damga vergisi rate applying to documents specifying monetary amounts and signed in Turkey — the rate applies to the document's specified amount with structured ceiling caps adjusted annually; the substantive scope framework where damga vergisi typically applies to convertible loan agreements, share subscription agreements, and broader transaction documentation specifying monetary amounts — instruments that do not specify amounts may face different procedural treatment; the substantive offshore-execution framework where documents signed outside Turkey but producing legal effect in Turkey face structured procedural questions affecting damga vergisi positioning — the framework operates fact-sensitively with specific procedural mechanics; the substantive ceiling framework where annual maximum damga vergisi caps support cost limitation for high-value transactions; the substantive structuring framework where transaction documentation can be structured to optimize damga vergisi positioning through value-specification mechanics, signing-location coordination, and broader procedural mechanics; the substantive payment-and-declaration framework where damga vergisi requires structured declaration and payment with specific procedural mechanics affecting compliance positioning; the substantive failure-to-pay framework where damga vergisi non-compliance produces structured penalty mechanics supporting compliance discipline; and the broader strategic integration where damga vergisi coordination operates within the comprehensive Turkish transactional-tax framework. The discipline outlined in our note on foreign investor company law in Turkey covers the broader investor-tax framework. Practice may vary by authority and year.
5) Investor Protections under TBK Law No. 6098: MFN, Information Rights, and Negative Covenant Discipline
A lawyer in Turkey advising on investor protections will explain that effective convertible structuring operates through balanced investor-protection framework with specific procedural mechanics supporting comprehensive substantive positioning without excessive operational restriction. The procedure ordinarily considers the substantive MFN (Most Favored Nation) framework supporting structured early-investor protection where subsequent investor terms benefit early investors through automatic adoption mechanics — the framework typically operates within the same instrument family (e.g., subsequent SAFEs benefit prior SAFE holders) with structured procedural mechanics; the substantive scope framework where MFN scope typically benefits from structured limitation to economic terms (cap, discount, qualified financing definition) rather than expanding to all subsequent terms — overly broad MFN produces administrative complexity and subsequent dispute risks; the substantive information rights framework where structured information rights typically produce quarterly management reports and annual audited financial statements supporting investor monitoring without operational disruption — overly extensive information requirements may exceed founder operational capacity producing administrative friction; the substantive TBK m.27 framework where structured analysis prevents protections from violating sözleşme serbestisi (contractual freedom) limits with specific implications for protection enforceability; the substantive negative covenant framework where structured covenants typically prevent senior debt issuance, dividend distribution, and equity-priming class creation absent investor consent — overly broad covenants paralyze ordinary business operations producing competitive disadvantage; and the broader strategic integration framework where investor protections operate within the comprehensive convertible structuring framework.
An Istanbul Law Firm advising on the negative covenant framework will note that effective covenant structuring requires structured discipline preventing both excessive operational restriction and inadequate investor protection. The procedure ordinarily considers the substantive senior debt framework where structured covenants typically prevent senior debt issuance that would prime convertible holder positioning in subsequent insolvency or dispute scenarios; the substantive dividend framework where structured covenants typically prevent dividend distributions that would extract value before equity conversion; the substantive equity-priming framework where structured covenants typically prevent issuance of new share classes that would prime existing convertible holder economics; the substantive related-party framework where structured covenants typically restrict related party transactions that could extract value through alternative mechanisms — TTK m.5/A and broader corporate-governance framework supplements contract-based protection; the substantive operational-permission framework where covenants typically permit ordinary-course business operations including hiring, vendor selection, customer acquisition, and routine pricing decisions; the substantive consent threshold framework where structured majority-consent or supermajority-consent thresholds support balanced covenant operation; the substantive emergency-action framework where structured exception mechanics support time-sensitive operational responses without requiring multi-investor consent coordination; and the broader strategic-coordination framework where negative covenants operate as integrated component of comprehensive investor-protection framework rather than as isolated procedural restriction.
Turkish lawyers who advise on the priced-round-versus-convertible distinction framework will note that effective protection allocation requires structured analysis distinguishing protections appropriate for convertible stage versus protections appropriate for priced equity round. The procedure ordinarily considers the substantive convertible-stage framework where appropriate protections include MFN, basic information rights, narrow negative covenants, and conversion-price preservation — these protections support investor positioning without overengineering pre-priced-round structures; the substantive priced-round framework where appropriate protections include anti-dilution provisions, board representation, drag-along/tag-along, registration rights, and broader equity-investor protections — these protections require structured equity context and produce excessive complexity at convertible stage; the substantive anti-dilution framework where convertible-stage anti-dilution provisions typically produce excessive complexity affecting subsequent priced round positioning — typical practice defers anti-dilution to priced round; the substantive board-seat framework where convertible-stage board seats typically face structured Turkish corporate-mechanics challenges (TTK board appointment requires shareholder status absent specific bespoke arrangements); the substantive observer-rights framework where structured non-voting observer rights may support convertible-stage governance positioning without TTK shareholder-status complications; the substantive escalation framework where market-standard explanation supports investor education on appropriate convertible-stage protection scope; and the broader strategic integration framework where investor protection allocation operates within the comprehensive Turkish venture-finance ecosystem. Practice may vary by authority and year.
6) Conversion Triggers, Maturity Mechanics, and Exit Scenarios
An English speaking lawyer in Turkey advising on conversion mechanics will explain that effective convertible structuring requires structured definition of three primary conversion triggers with specific procedural mechanics affecting both immediate conversion outcomes and broader subsequent priced-round positioning. The procedure ordinarily considers the substantive qualified financing trigger establishing automatic conversion upon priced equity round meeting specified threshold size — the framework operates through better-of cap-or-discount calculation with structured procedural mechanics including conversion notice, share subscription, and TTK m.464 şartlı sermaye artırımı activation; the substantive non-qualified financing trigger establishing investor-elected conversion upon smaller subsequent rounds — typically operates at the cap with structured procedural mechanics supporting investor election protection; the substantive exit (M&A / IPO) trigger establishing conversion upon corporate exit events — typically operates at the cap or negotiated price with structured procedural mechanics affecting exit consideration allocation; the substantive maturity trigger framework for convertible notes establishing structured conversion mechanics upon maturity date absent prior trigger activation — the framework typically operates automatically at the cap or specified post-money price avoiding cash repayment pressure; the substantive conversion-price calculation framework where structured calculation methodology requires explicit documentation supporting subsequent procedural verification; and the broader strategic integration framework where conversion triggers operate within the comprehensive convertible structuring framework.
A Turkish Law Firm advising on the redemption framework will note that redemption mechanics produce structured strategic implications affecting both immediate investor protection and broader convertible positioning. The procedure ordinarily considers the substantive redemption-versus-conversion framework where convertibles typically operate as future-equity instruments rather than as guaranteed-cash-return debt instruments — broad redemption rights produce structural similarity to senior debt with specific Turkish-law characterization implications; the substantive limited-redemption framework where structured limited redemption rights tied to specific scenarios (extended maturity without qualified financing, specified breach events) may support balanced investor protection without overengineering; the substantive cap-table-impact framework where structured redemption modeling supports comprehensive understanding of cash-flow and ownership-structure implications; the substantive TBK m.83 yenileme (novation) framework affecting structured redemption-versus-conversion election mechanics; the substantive priced-round-coordination framework where convertible redemption immediately before priced round may produce structured complications affecting subsequent investor positioning; the substantive disclosure framework where structured redemption mechanics require explicit documentation supporting both immediate compliance and broader subsequent procedural integrity; the substantive bankruptcy framework where redemption rights face structured İcra ve İflas Kanunu (İİK Law No. 2004) framework with specific implications for creditor positioning; and the broader strategic-coordination framework where redemption coordination operates within the comprehensive convertible structuring framework.
A lawyer in Turkey advising on the exit-scenario integration framework will note that effective convertible structuring requires structured exit-scenario analysis supporting comprehensive transactional positioning. The procedure ordinarily considers the substantive M&A integration framework where convertible conversion mechanics integrate with structured share purchase agreement (SPA) framework — typical practice establishes conversion immediately before SPA closing with conversion shares participating in SPA consideration distribution; the substantive TTK m.5/A framework where commercial dispute resolution including convertible-related disputes faces structured dava şartı arabuluculuk (mandatory mediation) requirements effective 1 January 2019 under the 6325 sayılı Hukuk Uyuşmazlıklarında Arabuluculuk Kanunu; the substantive IPO integration framework where convertible conversion mechanics integrate with structured public offering framework under SerPK Law No. 6362 — typical practice establishes conversion before IPO with conversion shares participating in subsequent offering; the substantive deal-failure framework where convertible holders face structured procedural mechanics where contemplated exit fails — instruments typically continue operating through subsequent qualified financing scenarios; the substantive waterfall framework where convertible conversion priority interacts with subsequent equity allocation producing structured procedural mechanics; the substantive consideration-allocation framework where convertible holder participation in M&A consideration requires structured documentation supporting comprehensive procedural integrity; and the broader strategic integration framework where exit scenarios operate within the comprehensive Turkish venture-finance lifecycle. Practice may vary by authority and year.
7) Cross-Border Investors: FX under TPKK Law No. 1567 + 32 sayılı Karar, Governing Law under MÖHUK m.24, and Forum Selection (MTK Law No. 4686, ISTAC, NY Convention 1958)
An Istanbul Law Firm advising on cross-border investor positioning will note that Turkish venture-finance with foreign investor participation operates through structured framework requiring comprehensive coordination across FX, governing law, and forum selection dimensions. The procedure ordinarily considers the substantive 1567 sayılı Türk Parası Kıymetini Koruma Hakkında Kanun (TPKK) framework establishing the foundational Turkish FX regulatory framework with specific procedural mechanics affecting cross-border capital flows; the substantive 32 sayılı Karar (Decision No. 32) providing detailed implementation framework for TPKK with specific procedural mechanics including foreign-currency transaction documentation requirements; the substantive döviz alım belgesi (foreign currency acquisition document) framework where structured documentation of foreign-currency capital inflows supports both regulatory compliance and broader procedural integrity — typical practice involves structured Turkish bank documentation of foreign investor capital flows; the substantive Türkiye Cumhuriyet Merkez Bankası (TCMB / Central Bank of Turkey) framework supporting comprehensive FX regulatory coordination; the substantive subscription-currency framework where structured subscription and conversion currency documentation prevents subsequent FX disputes — typical practice pegs conversion mechanics to qualified-financing currency with structured FX reconciliation only in calculation formula; the substantive offshore-SPV framework where foreign investor participation through offshore special purpose vehicles requires structured compliance with broader Turkish regulatory framework; the substantive tax-coordination framework where FX positioning interacts with broader withholding and damga vergisi positioning; and the substantive cross-border-payment framework where structured payment mechanics support efficient capital deployment.
A Turkish Law Firm advising on governing law positioning will note that the substantive MÖHUK Law No. 5718 m.24 framework establishes the foundational Turkish private-international-law framework for governing law selection in cross-border venture transactions. The procedure ordinarily considers the substantive MÖHUK m.24 framework establishing party autonomy for governing law selection in international contracts — parties may select Turkish law, foreign law (e.g., English law, Delaware law, Swiss law), or hybrid framework with specific procedural mechanics; the substantive Turkish-law framework where Turkish-law governance produces structured familiarity for Turkish corporate-mechanics integration but may produce reduced familiarity for foreign investors; the substantive English-law framework where English-law governance produces structured familiarity for international investors but may produce structural complications for Turkish corporate-mechanics integration — typical practice involves structured Turkish-law governance for Turkish corporate steps with English-law governance for broader transaction documentation; the substantive Delaware-law framework where Delaware-law governance is common for SAFE templates but typically requires structured Turkish-law adaptation for actual implementation; the substantive ordre public (kamu düzeni) framework where Turkish public policy may override foreign-law selection in specific scenarios with structured procedural mechanics; the substantive Turkish mandatory law framework where TTK provisions affecting corporate mechanics typically apply regardless of governing law selection; and the broader strategic-coordination framework where governing law selection operates within the comprehensive cross-border venture-finance framework rather than as isolated documentary choice.
A lawyer in Turkey advising on forum selection will explain that effective cross-border venture dispute resolution typically operates through structured arbitration framework supporting both immediate dispute-resolution efficiency and broader cross-border enforceability. The procedure ordinarily considers the substantive MTK Law No. 4686 framework establishing the foundational Turkish international arbitration framework with comprehensive coverage including arbitration agreement requirements, tribunal appointment, procedure, and award enforceability; the substantive ISTAC (Istanbul Arbitration Centre) framework under the 6570 sayılı İstanbul Tahkim Merkezi Kanunu effective 1 October 2014 establishing structured Turkish-jurisdiction arbitration institution supporting both Turkish and international arbitration with comprehensive procedural framework; the substantive ICC, LCIA, SIAC alternative framework where major international institutions support cross-border venture arbitration with structured procedural mechanics; the substantive New York Convention 1958 framework where Turkey acceded effective 25 September 1991 with reciprocity reservation — the framework supports cross-border enforcement of foreign arbitral awards through structured procedural mechanics; the substantive forum-selection-clause framework where structured drafting supports specific tribunal selection, procedural rules, language selection, seat selection, and substantive arbitration mechanics; the substantive Turkish-court alternative framework where Asliye Ticaret Mahkemesi under TTK m.5 supports Turkish-jurisdiction commercial disputes with structured procedural mechanics; the substantive cost-control framework where structured arbitration cost provisions (notably emergency arbitrator procedures, expedited proceedings) support efficient dispute resolution; and the broader strategic integration where forum selection operates within the comprehensive cross-border venture-finance framework. The discipline outlined in our note on foreign court judgment enforcement in Turkey covers the broader recognition framework. Practice may vary by authority and year.
8) Execution Checklist: Documentary Discipline, Board Approvals, and Closing Coordination
An English speaking lawyer in Turkey advising on execution discipline will explain that effective convertible closing operates through structured documentary coordination across multiple parallel categories supporting comprehensive immediate substantive operations and broader subsequent procedural integrity. The procedure ordinarily considers the substantive term sheet framework where structured term sheet documentation includes (i) instrument selection (SAFE / KISS / convertible note), (ii) investment amount, (iii) valuation cap and/or discount rate with explicit better-of methodology, (iv) qualified financing definition, (v) MFN scope, (vi) information rights specification, (vii) negative covenant scope, and (viii) governing law and forum selection — comprehensive term sheet supports efficient subsequent definitive documentation; the substantive board approval framework where yönetim kurulu (board of directors) preparation of comprehensive approval documentation includes (i) instrument template authorization, (ii) target capital authorization, (iii) signing authority designation, and (iv) TTK m.464 şartlı sermaye artırımı framework activation where applicable; the substantive shareholder approval framework where genel kurul (general assembly) approval supports comprehensive corporate-mechanics positioning where required — typically necessary for esas sözleşme amendments establishing conditional capital framework; the substantive signature framework where bilingual execution capabilities support cross-border investor coordination — Turkish-language documents typically operate as authoritative version with structured English-language translation supporting investor understanding; and the substantive e-execution framework where structured electronic execution under TTK and broader Turkish digital-signature framework supports efficient remote closing.
An Istanbul Law Firm advising on KYC and AML coordination will note that effective cross-border venture-finance closing requires structured 5549 sayılı MASAK Kanunu (AML/CFT Law) compliance with specific procedural mechanics affecting both immediate compliance and broader subsequent procedural integrity. The procedure ordinarily considers the substantive MASAK Kanunu framework establishing comprehensive Turkish AML/CFT framework with specific procedural mechanics affecting financial institutions, professional service providers, and broader transaction participants; the substantive beneficial-owner identification framework where structured documentation of investor beneficial ownership chain supports compliance positioning — typically requires structured documentation through corporate registry extracts, beneficial-ownership declarations, and broader supporting documentation; the substantive sanctions-screening framework where structured screening against international sanctions lists (United Nations, European Union, OFAC, Turkey-specific lists) supports compliance positioning; the substantive politically-exposed-person (PEP) framework where structured PEP analysis supports enhanced due diligence positioning where applicable; the substantive document-preservation framework where structured 8-year preservation of compliance documentation supports broader regulatory compliance; the substantive suspicious-transaction-reporting framework where MASAK reporting obligations require structured procedural compliance where indicators arise; the substantive bank-coordination framework where Turkish banks operate as primary AML/CFT compliance entities supporting structured procedural mechanics; and the broader strategic-coordination framework where AML/CFT compliance operates as foundational compliance discipline rather than as documentary afterthought.
A Turkish Law Firm advising on the comprehensive closing-and-evidence framework will note that effective convertible closing produces structured evidence kit supporting both immediate transactional integrity and broader subsequent procedural mechanics across the full investment lifecycle. The procedure ordinarily considers the substantive evidence kit framework where comprehensive closing documentation includes (i) executed instrument with structured signatures and notarization where applicable, (ii) board resolutions authorizing instrument and signing authority, (iii) genel kurul resolutions where applicable for esas sözleşme amendments and conditional capital framework, (iv) wire transfer confirmations supporting cash flow documentation, (v) döviz alım belgesi documentation under TPKK framework for cross-border capital flows, (vi) cap table snapshots supporting ownership-structure documentation, (vii) cap-and-discount calculation documentation supporting subsequent conversion mechanics, (viii) MASAK compliance documentation supporting AML/CFT positioning, and (ix) damga vergisi compliance documentation supporting tax positioning; the substantive conversion-memo framework where structured short-form documentation explaining conversion mechanics supports both subsequent investor onboarding and broader audit positioning; the substantive data-room framework where structured controlled data-room maintenance supports both immediate substantive operations and broader subsequent procedural mechanics including Series A diligence; the substantive cap table maintenance framework where structured cap table updates following each closing support comprehensive ownership-structure documentation; the substantive tax-filing-coordination framework where structured coordination across damga vergisi, withholding, and broader tax positioning supports comprehensive compliance; the substantive Türkiye Ticaret Sicili coordination framework where structured registry filings support corporate-mechanics positioning; and the broader strategic integration framework where execution discipline operates as foundational venture-finance practice rather than as transactional formality. The discipline outlined in our note on share purchase agreements in Turkey covers the broader transaction framework. Practice may vary by authority and year.
9) Frequently Asked Questions for Founders and Investors
- What law governs SAFE/KISS/convertible note instruments in Turkey? The 6098 sayılı Türk Borçlar Kanunu (TBK) operates as the foundational contract framework, with TTK Law No. 6102 governing corporate mechanics. TBK m.27 establishes contractual freedom limits, m.83 vd. governs novation (relevant for debt-to-equity conversion), and m.386 vd. governs ödünç sözleşmesi (loan agreement) characterization. TTK m.5 establishes Asliye Ticaret Mahkemesi (Commercial Court of First Instance) jurisdiction for disputes.
- What is şartlı sermaye artırımı? Şartlı sermaye artırımı (conditional capital increase) under TTK m.464 is the critical Turkish-law optimal mechanism for convertible instruments. The framework supports forward-authorized capital increase that activates upon specified condition fulfillment (typically convertible holder conversion election). Activation requires (i) esas sözleşme authorization, (ii) genel kurul kararı with TTK m.421 quorum (3/4 represented capital), and (iii) Türkiye Ticaret Sicili registration. Convertible holder conversion election then automatically triggers capital increase without requiring fresh genel kurul approval.
- What is the rüçhan hakkı (pre-emption right) framework? Under TTK m.461, A.Ş. shareholders have statutory pre-emption rights to subscribe to newly issued shares in proportion to existing holdings. The framework operates automatically at each capital increase. Limitation requires genel kurul kararı with 3/4 represented capital quorum under TTK m.461/2 and haklı neden (justifiable cause). Convertible conversion typically requires structured advance pre-emption management through m.464 şartlı sermaye artırımı framework.
- How is interest taxed? Under GVK Law No. 193 m.94, interest payments to natural persons (gerçek kişi) face 15-20% withholding rate. Under KVK Law No. 5520 m.30, cross-border interest payments to non-resident corporations (dar mükellef kurum) face standard 10-15% withholding rate subject to applicable çifte vergilendirme önleme anlaşması (DTAA / Double Taxation Avoidance Agreement) reduction. Treaty claims require structured residence certification (mukimlik belgesi) and beneficial-ownership documentation.
- What about stamp duty? Under the 488 sayılı Damga Vergisi Kanunu, the standard rate is 0.948% (binde 9.48) applying to documents specifying monetary amounts and signed in Turkey, subject to annual ceilings adjusted yearly. Convertible loan agreements, share subscription agreements, and broader transaction documentation specifying amounts typically trigger stamp duty. SAFE instruments may face structured analysis depending on amount specification.
- What is the cross-border FX framework? Cross-border investor capital flows operate under the 1567 sayılı Türk Parası Kıymetini Koruma Hakkında Kanun (TPKK) and 32 sayılı Karar with structured döviz alım belgesi (foreign currency acquisition document) documentation requirements through Turkish bank coordination. Türkiye Cumhuriyet Merkez Bankası (TCMB) operates as central regulatory authority. Subscription and conversion currency should be documented to prevent subsequent FX disputes.
- What governing law applies to international convertibles? Under MÖHUK Law No. 5718 m.24, parties may select governing law (party autonomy / hukuk seçimi) — Turkish law, foreign law (English, Delaware, Swiss), or hybrid framework. Turkish corporate mechanics typically require Turkish-law governance regardless of broader transaction documentation. Turkish public policy (kamu düzeni) may override foreign law in specific scenarios.
- What about international arbitration? Under MTK Law No. 4686, international arbitration framework supports cross-border dispute resolution. ISTAC (Istanbul Arbitration Centre) under 6570 sayılı Kanun effective 1 October 2014 provides structured Turkish-jurisdiction institution. Major international institutions (ICC, LCIA, SIAC) support cross-border arbitration. The New York Convention 1958 with Turkey accession effective 25 September 1991 (with reciprocity reservation) supports cross-border award enforcement.
- How do SAFE, KISS, and convertible notes differ? SAFE is lightest-friction (no maturity, no interest, minimal covenants) — converts on qualified financing or specified triggers. KISS is middle-path (limited covenants, basic information rights, optional interest) — popular for angel and micro-fund coordination. Convertible note is debt-classified (structured maturity, interest accrual, conversion triggers) — typical where investor policy mandates debt classification or modest interest accrual.
- What conversion triggers should be defined? Three primary triggers: (i) qualified financing trigger establishing automatic conversion upon priced equity round meeting specified threshold, typically using better-of cap-or-discount calculation; (ii) non-qualified financing trigger establishing investor-elected conversion upon smaller subsequent rounds; (iii) exit (M&A / IPO) trigger establishing conversion upon corporate exit events, typically at the cap or negotiated price. Maturity trigger for convertible notes supports automatic conversion at the cap to avoid cash repayment pressure.
- What is the option pool framework? Pool expansion timing significantly affects conversion economics. Pre-money pool expansion before convertible conversion produces structured dilution affecting both convertible holders and existing shareholders. Post-money pool expansion after conversion places dilution exclusively on existing shareholders. Convertible holders typically share pre-money pool dilution absent explicit protection. TTK m.380 governs company own-share acquisition for employee programs.
- Does mandatory mediation apply? Under TTK m.5/A effective 1 January 2019, dava şartı (precondition) arabuluculuk applies to commercial disputes including convertible-related disputes. Applicants must complete structured mediation through registered arabulucu under the 6325 sayılı Hukuk Uyuşmazlıklarında Arabuluculuk Kanunu before filing the substantive dava at Asliye Ticaret Mahkemesi.
- What about A.Ş. versus Ltd. Şti.? A.Ş. (anonim şirket / joint stock company) under TTK m.329 vd. operates as standard Turkish venture-finance vehicle with structured share-transfer flexibility supporting convertible conversion. Ltd. Şti. (limited şirket / limited liability company) under TTK m.573 vd. typically requires notarial form (Notarlık Kanunu m.71/A) for share transfers producing broader procedural friction — typical Turkish venture practice favors A.Ş. structure for venture-stage companies.
- What about crowdfunding? The SPK Kitle Fonlaması Tebliği No. III-35/A.1 effective 3 December 2021 governs equity-based crowdfunding through licensed crowdfunding platforms (kitle fonlaması platformları). Some convertible-like instruments may operate within the crowdfunding framework with structured procedural mechanics including investor-eligibility requirements and platform-coordination requirements.
- Does ER&GUN&ER Law Firm advise on venture-finance matters? Yes. ER&GUN&ER Law Firm is an Istanbul-based law firm advising Turkish startups, foreign founders, foreign venture funds, family offices, foreign legal counsel, and multinational venture participants on Turkish venture-finance matters, including SAFE, KISS, and convertible note structuring under the 6098 sayılı Türk Borçlar Kanunu (TBK) m.27 (sözleşme serbestisi sınırı), m.83 vd. (yenileme), and m.386 vd. (ödünç sözleşmesi); corporate mechanics coordination under the 6102 sayılı Türk Ticaret Kanunu (TTK) m.4-5 (commercial transaction and Asliye Ticaret Mahkemesi jurisdiction), m.5/A (dava şartı arabuluculuk effective 1 January 2019), m.329 vd. (anonim şirket framework), m.342 (ayni sermaye), m.421 (esas sözleşme değişikliği quorum 3/4), m.456-472 (sermaye artırımı), m.461 (rüçhan hakkı / pre-emption with m.461/2 limitation framework), m.464 (şartlı sermaye artırımı / conditional capital increase — critical Turkish-law optimal mechanism), m.480 (imtiyazlı paylar / preferred shares), m.553-560 (yönetici sorumluluğu), and m.573 vd. (Ltd. Şti. distinction); tax framework coordination including GVK Law No. 193 m.94 (interest withholding for natural persons, 15-20%), KVK Law No. 5520 m.13 (transfer pricing for related party convertibles), m.30 (cross-border interest withholding for non-resident corporations, standard 10-15%), and Damga Vergisi Kanunu Law No. 488 (stamp duty with 0.948% / binde 9.48 standard rate); cross-border FX coordination under the 1567 sayılı Türk Parası Kıymetini Koruma Hakkında Kanun (TPKK) and 32 sayılı Karar with structured döviz alım belgesi documentation through Türkiye Cumhuriyet Merkez Bankası (TCMB) framework; governing law coordination under the 5718 sayılı Milletlerarası Özel Hukuk ve Usul Hukuku Hakkında Kanun (MÖHUK) m.24; international arbitration coordination under the 4686 sayılı Milletlerarası Tahkim Kanunu (MTK) and the 6570 sayılı İstanbul Tahkim Merkezi Kanunu effective 1 October 2014 (ISTAC); cross-border award enforcement under the New York Convention 1958 (Turkey accession effective 25 September 1991 with reciprocity reservation); SerPK Law No. 6362 coordination for public companies and SPK Kitle Fonlaması Tebliği No. III-35/A.1 effective 3 December 2021 for equity-based crowdfunding; AML/CFT compliance under the 5549 sayılı MASAK Kanunu including beneficial-owner identification, sanctions screening, and politically-exposed-person analysis; çifte vergilendirme önleme anlaşması (DTAA) coordination including residence certification (mukimlik belgesi) and beneficial-ownership documentation; bilingual term sheet, definitive documentation, and supporting transaction materials with consistent terminology coordination; structured execution coordination including board resolutions, genel kurul resolutions where applicable, e-execution mechanics, Türkiye Ticaret Sicili registration, and comprehensive evidence-kit assembly; and broader strategic positioning supporting comprehensive Turkish venture-finance outcomes — with English-language client communication and bilingual documentation throughout each engagement. Files in this area are typically led personally by the managing partner rather than delegated.
Author: Mirkan Topcu is an attorney registered with the Istanbul Bar Association (Istanbul 1st Bar), Bar Registration No: 67874. His practice focuses on cross-border and high-stakes matters where evidence discipline, procedural accuracy, and risk control are decisive.
He advises Turkish startups, foreign founders, foreign venture funds, family offices, foreign legal counsel, and multinational venture participants on Turkish venture-finance matters under the 6098 sayılı Türk Borçlar Kanunu (TBK) covering m.26 (sözleşme serbestisi / freedom of contract), m.27 (sözleşme serbestisi sınırı / contractual freedom limits), m.83 vd. (yenileme / novation framework — foundational for debt-to-equity conversion mechanics), m.117 vd. (ihtar / formal notice), and m.386 vd. (ödünç sözleşmesi / loan agreement — relevant for convertible note characterization); the 6102 sayılı Türk Ticaret Kanunu (TTK) covering m.4 (ticari iş), m.5 (Asliye Ticaret Mahkemesi jurisdiction), m.5/A (dava şartı arabuluculuk effective 1 January 2019), m.329 vd. (anonim şirket / joint stock company general framework), m.330 vd. (genel kurul), m.342 (ayni sermaye / non-cash capital with bilirkişi valuation), m.380 (şirketin kendi paylarını iktisabı / own share acquisition for employee option programs), m.411-412-413 (azınlık genel kurul çağrı 10%/5%, gündem ekletme, kararı tasdik), m.421 (esas sözleşme değişikliği quorum — 3/4 represented capital), m.437 (bilgi alma ve inceleme hakkı), m.438-440 (özel denetim), m.445-451 (genel kurul kararı iptal davası), m.456-472 (sermaye artırımı / capital increase comprehensive framework), m.461 (rüçhan hakkı / pre-emption right — critical for convertible conversion mechanics with m.461/2 limitation framework), m.464 (şartlı sermaye artırımı / conditional capital increase — critical Turkish-law optimal mechanism for convertible instruments — supports forward-authorized capital increase activating upon convertible holder conversion election without requiring fresh genel kurul approval), m.480 (imtiyazlı paylar / preferred shares), m.553-560 (yönetici sorumluluğu / director liability), and m.573 vd. (limited şirket / limited liability company / Ltd. Şti. — distinct from anonim şirket / A.Ş. framework with notarial-form share-transfer requirements under Notarlık Kanunu m.71/A); the 193 sayılı Gelir Vergisi Kanunu (GVK) m.94 establishing interest withholding framework for payments to natural persons (gerçek kişi) with 15-20% withholding rate; the 5520 sayılı Kurumlar Vergisi Kanunu (KVK) including m.13 (transfer pricing for related party transactions) and m.30 (cross-border interest withholding for non-resident corporations / dar mükellef kurum with standard 10-15% withholding rate); the 488 sayılı Damga Vergisi Kanunu establishing stamp duty framework with 0.948% (binde 9.48) standard rate subject to annual ceilings; the 1567 sayılı Türk Parası Kıymetini Koruma Hakkında Kanun (TPKK) and 32 sayılı Karar establishing the foundational FX framework with döviz alım belgesi (foreign currency acquisition document) documentation requirements for cross-border investor capital flows through Türkiye Cumhuriyet Merkez Bankası (TCMB / Central Bank of Turkey) coordination; the 5718 sayılı Milletlerarası Özel Hukuk ve Usul Hukuku Hakkında Kanun (MÖHUK) including m.24 governing hukuk seçimi (governing law selection / party autonomy) and m.50-63 (tanıma ve tenfiz / recognition and enforcement); the 4686 sayılı Milletlerarası Tahkim Kanunu (MTK) governing international arbitration; the 6570 sayılı İstanbul Tahkim Merkezi Kanunu effective 1 October 2014 establishing ISTAC (Istanbul Arbitration Centre); the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 with Turkey accession effective 25 September 1991 with reciprocity reservation (1991 yılı 25 Eylül itibarıyla karşılıklılık çekincesi ile katılım); the 6362 sayılı Sermaye Piyasası Kanunu (SerPK) governing public companies and structured halka açık ortaklık framework; the SPK Kitle Fonlaması Tebliği No. III-35/A.1 effective 3 December 2021 governing equity-based crowdfunding through licensed kitle fonlaması platformları; the 5549 sayılı Suç Gelirlerinin Aklanmasının Önlenmesi Hakkında Kanun (MASAK Kanunu) governing AML/CFT framework with structured beneficial-owner identification, sanctions screening, and politically-exposed-person analysis; the 6325 sayılı Hukuk Uyuşmazlıklarında Arabuluculuk Kanunu and TTK m.5/A establishing dava şartı arabuluculuk for commercial disputes effective 1 January 2019; the 6100 sayılı Hukuk Muhakemeleri Kanunu (HMK) including m.341 vd. (istinaf effective 20 July 2016), m.361 vd. (temyiz), and m.389-403 (ihtiyati tedbir); the 6216 sayılı Anayasa Mahkemesinin Kuruluşu ve Yargılama Usulleri Hakkında Kanun m.45-49 governing AYM bireysel başvuru with 30-day filing period; the Notarlık Kanunu Law No. 1512 m.71/A governing notarial form for Ltd. Şti. share transfers; and çifte vergilendirme önleme anlaşmaları (DTAA / Double Taxation Avoidance Agreements) — Turkey's network of 90+ jurisdictions supporting treaty-based withholding reduction with structured residence certification (mukimlik belgesi) and beneficial-ownership documentation. His advisory work covers comprehensive instrument selection across SAFE (light-friction forward equity commitment), KISS (middle-path with limited covenants and basic information rights), and convertible note (debt-classified with maturity and interest accrual) structures; structured term sheet preparation including valuation cap, discount rate, qualified financing definition, MFN scope, information rights specification, negative covenant scope, and governing law and forum selection; corporate mechanics coordination including TTK m.464 şartlı sermaye artırımı framework activation through esas sözleşme authorization with TTK m.421 quorum (3/4 represented capital), genel kurul kararı, and Türkiye Ticaret Sicili registration; rüçhan hakkı management under TTK m.461 with structured limitation through m.461/2 framework; preferred share class coordination under TTK m.480; option pool framework coordination under TTK m.380 with structured pre-money versus post-money pool analysis; tax framework coordination including GVK m.94 withholding for natural persons, KVK m.30 cross-border withholding with DTAA coordination, KVK m.13 transfer pricing analysis, and Damga Vergisi optimization under Law No. 488; cross-border FX coordination under TPKK Law No. 1567 and 32 sayılı Karar with döviz alım belgesi documentation through TCMB framework; governing law coordination under MÖHUK m.24 with structured Turkish-law versus foreign-law (English, Delaware, Swiss) analysis; international arbitration coordination under MTK Law No. 4686 with ISTAC, ICC, LCIA, and SIAC institutional framework analysis; cross-border award enforcement under New York Convention 1958; SerPK coordination for public-company conversion scenarios and crowdfunding coordination under SPK Tebliği No. III-35/A.1; AML/CFT compliance under MASAK Law No. 5549 with comprehensive beneficial-ownership and sanctions-screening framework; conversion mechanics coordination including qualified financing trigger with better-of cap-or-discount calculation, non-qualified financing investor-elected conversion at cap, exit (M&A / IPO) trigger, and maturity automatic conversion; redemption mechanics analysis including limited-redemption framework and bankruptcy-context analysis; structured execution coordination including board resolutions, genel kurul resolutions where applicable, e-execution mechanics, bilingual signature coordination, Türkiye Ticaret Sicili registration, and comprehensive evidence-kit assembly with cap-table snapshots, wire transfer confirmations, döviz alım belgesi documentation, MASAK compliance documentation, and damga vergisi compliance documentation; mandatory mediation coordination under Law No. 6325 and TTK m.5/A; appellate framework coordination through Bölge Adliye Mahkemesi istinaf, Yargıtay temyiz, and AYM bireysel başvuru; and broader strategic positioning supporting comprehensive Turkish venture-finance outcomes across the full investment lifecycle.
Education: Istanbul University Faculty of Law (2018); Galatasaray University, LL.M. (2022). LinkedIn: Profile. Istanbul Bar Association: Official website.