Technology law in Türkiye operates through a network of specialised statutes addressing software intellectual property, industrial property, data protection, electronic commerce, internet regulation, payment services, cryptocurrency, taxation, and innovation incentives. The principal statutes are: the Law on Intellectual and Artistic Works (Law No. 5846, the "FSEK") of 5 December 1951 governing software copyright; the Industrial Property Law (Law No. 6769, the "SMK") of 10 January 2017 governing trademarks, patents, designs, and geographical indications; the Personal Data Protection Law (Law No. 6698, the "KVKK") of 24 March 2016; the Law on the Regulation of Electronic Commerce (Law No. 6563) of 7 November 2014, substantially amended by Law No. 7416 of 1 July 2022; the Law on Regulation of Internet Broadcasts (Law No. 5651) of 4 May 2007, amended for social media providers by Law No. 7253 of 29 July 2020; the Law on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions (Law No. 6493) of 20 June 2013; the new crypto framework introduced by Law No. 7518 of 2 July 2024 amending the Capital Markets Law (Law No. 6362); and the Digital Services Tax under Law No. 7194 of 5 December 2019.
Innovation incentives operate under the R&D Activities Support Law (Law No. 5746) of 28 February 2008 and the Technology Development Zones Law (Law No. 4691) of 26 June 2001. Cybercrime is criminalised under Penal Code (Law No. 5237, the "TCK") Articles 243-246. Electronic signatures are governed by Electronic Signature Law (Law No. 5070) of 15 January 2004. Cross-border data transfer rules under KVKK Article 9 were amended by Law No. 7499 of 2 March 2024 to align with international standards. The principal regulators include the Personal Data Protection Authority (Kişisel Verileri Koruma Kurumu, "KVKK Kurumu") for data protection; the Turkish Patent and Trademark Office (Türk Patent ve Marka Kurumu, "TÜRKPATENT" or "TPMK") for industrial property; the Information and Communication Technologies Authority (Bilgi Teknolojileri ve İletişim Kurumu, "BTK") for telecoms and internet; the Banking Regulation and Supervision Agency (Bankacılık Düzenleme ve Denetleme Kurumu, "BDDK") for banking and certain fintech; the Central Bank of the Republic of Türkiye (Türkiye Cumhuriyet Merkez Bankası, "TCMB") for payment services; the Capital Markets Board (Sermaye Piyasası Kurulu, "SPK") for crypto asset service providers; and the Financial Crimes Investigation Board (Mali Suçları Araştırma Kurulu, "MASAK") for AML compliance. ER&GUN&ER Law Firm advises Turkish and foreign technology companies, SaaS providers, fintech operators, e-commerce platforms, crypto asset service providers, and digital agencies on the integrated framework above. Practice may vary by authority and year — check current guidance.
Corporate Structure for Technology Companies
Technology companies in Türkiye typically incorporate as joint stock companies (Anonim Şirket, "A.Ş.") under TTK Articles 329-562 or limited liability companies (Limited Şirket, "Ltd. Şti.") under TTK Articles 573-644. The choice between forms reflects capital requirements, governance complexity, and investment readiness. The minimum capital under amendments to TTK by Cabinet Decree No. 7887 of November 2023 (effective 1 January 2024) increased to TRY 250,000 for A.Ş. (or TRY 500,000 for registered capital companies under TTK Article 332) and TRY 50,000 for Ltd. Şti., with 25% paid up at incorporation. A.Ş. structure is preferred for VC-backed startups due to its developed share transfer framework, board governance, and compatibility with class share structures supporting investor preferences. Foreign founders enjoy national treatment under the Foreign Direct Investment Law (Law No. 4875) Article 3.
Investment instruments commonly used in startup rounds adapt international templates to Turkish corporate law constraints. SAFE-style instruments and convertible notes operate through Turkish law equivalents under TTK Articles 482-489 (capital increase) with conversion provisions tied to specified trigger events. Founder vesting schedules implement through restricted share structures or class share arrangements under TTK Article 478 (privileged shares), supported by shareholder agreements with specific performance and buyback provisions enforceable as Turkish-law contracts under TBK Articles 26 (freedom of contract) and 27 (validity limits). Liquidation preferences, anti-dilution rights, drag-along and tag-along rights, board appointment rights, and similar VC-standard provisions translate into Turkish law through carefully drafted shareholder agreements and Articles of Association amendments under TTK Article 339 framework. Practice may vary by authority and year — check current guidance.
Stock option pools for employees implement through capital increase reservations and options agreements, with specific tax considerations under Income Tax Law (Law No. 193, the "GVK") Article 17 amendments addressing employee equity compensation. The exercise of options and subsequent share dispositions trigger income tax at exercise (under salary income rules with specific valuations) and capital gains analysis at disposition under GVK Articles 80-82. Director and officer liability under TTK Articles 369-374 (A.Ş.) and 553-572 (Ltd. Şti.) imposes fiduciary duties supporting D&O insurance discussions for tech companies with significant operational risk. The integrated corporate, employment, and tax structuring of a technology company at incorporation has long-term implications for funding rounds, exit transactions, and employee retention — making early legal counsel valuable rather than merely transactional.
Software Copyright Under FSEK Law 5846
Software protection in Türkiye operates principally through copyright (telif hakkı) under the Law on Intellectual and Artistic Works (Law No. 5846, the "FSEK") of 5 December 1951. FSEK Article 2(1) classifies computer programs as scientific and literary works (ilim ve edebiyat eserleri) protected as written works, including their preparatory design materials. The protection arises automatically at creation without registration formalities — the registration with the Directorate General of Copyrights (Telif Hakları Genel Müdürlüğü) under the Ministry of Culture and Tourism is voluntary registration that strengthens evidentiary position rather than constituting protection itself. Note that copyright registration is NOT done with TÜRKPATENT (which handles industrial property), a common misconception in foreign-prepared content.
FSEK Articles 14-25 establish moral rights (manevi haklar) — disclosure right, paternity right, integrity right, withdrawal right — and economic rights (mali haklar) — reproduction, distribution, performance, communication to public, adaptation. Software-specific economic rights under FSEK Articles 21-25 cover reproduction, modification, and distribution. Protection duration under FSEK Article 27 is the author's life plus 70 years (or 70 years from publication for legal entity authors). Licence agreements under FSEK Articles 48-52 allow grant of economic rights with specified scope, territory, and duration; licence agreements must be in writing for enforceability under FSEK Article 52, distinguishing them from many international software practices that rely on shrink-wrap or browse-wrap arrangements. Open-source licences (GPL, MIT, Apache, BSD) operate as enforceable contracts under FSEK 48-52 with the source code accessibility and licence terms enforceable through TBK Article 26 freedom of contract.
Software infringement remedies under FSEK include civil actions for damages under FSEK Articles 66-68 (with the noteworthy three-times damages remedy under FSEK Article 68 for unauthorised use, calculating damages as up to three times the licence fee that would have been agreed for authorised use); criminal complaints under FSEK Article 71 (imprisonment of one to five years for unauthorised reproduction, distribution, or commercialisation); injunctive relief; and seizure of infringing copies. Specialised courts handle FSEK matters: Intellectual and Industrial Property Courts (Fikri ve Sınai Haklar Hukuk/Ceza Mahkemeleri) operate in Istanbul, Ankara, and İzmir for high-volume IP litigation, with general civil and criminal courts hearing FSEK matters in other provinces under their general jurisdiction. International protection extends through the Berne Convention for the Protection of Literary and Artistic Works (Türkiye party since 1952), TRIPS Article 10(1) (computer programs as literary works), the WIPO Copyright Treaty (Türkiye party since 18 March 2008), and bilateral and regional arrangements. Practice may vary by authority and year — check current guidance.
Industrial Property Under SMK Law 6769
Industrial property — trademarks, patents, designs, and geographical indications — is governed by the Industrial Property Law (Law No. 6769, the "SMK") of 10 January 2017, which consolidated and modernised the prior decree-based framework. The Turkish Patent and Trademark Office (Türk Patent ve Marka Kurumu, "TÜRKPATENT" or "TPMK") administers industrial property registration and examination. For technology companies, the relevant SMK frameworks include: trademark protection for product names, brand names, and platform identities under SMK Articles 4-32; patent protection for patentable inventions under SMK Articles 82-150; design protection for product appearance and graphical user interfaces under SMK Articles 55-81; and trade secret-adjacent protections through specific SMK provisions and TBK confidentiality framework.
Software patentability under SMK Article 82(2)(c) excludes "computer programs as such" from patentability, mirroring the European Patent Convention Article 52(2)(c) approach. However, computer-implemented inventions (CII) — inventions implemented through software but producing technical effects beyond the program execution itself — can be patentable under the developed CII doctrine following EPO and Turkish jurisprudence patterns. The technical effect requirement is critical: pure business methods, mathematical methods, and presentations of information remain unpatentable, but inventions implementing technical solutions to technical problems through software can qualify. Patent prosecution before TÜRKPATENT involves application, examination, search report, opposition period, and grant; the alternative European Patent Office (EPO) route through PCT or EPC pathways with Turkish validation is also available given Türkiye's party status to both. Practice may vary by authority and year — check current guidance.
Trademark protection under SMK Articles 4-32 protects technology brands through registration with TÜRKPATENT or, for international protection, through the Madrid Protocol system to which Türkiye is party. Class selection under the Nice Classification (relevant classes for technology include Class 9 for software products, Class 35 for digital marketing services, Class 38 for telecommunications, Class 42 for software-as-a-service and design services) determines protection scope. Trademark infringement remedies under SMK Articles 149-155 include civil damages, criminal complaints under SMK Articles 30-32 for counterfeiting, and seizure of infringing goods. Design protection under SMK Articles 55-81 protects user interface designs and product designs through registration with TÜRKPATENT, with international protection available through the Hague System for Industrial Designs to which Türkiye is party. Employee inventions under SMK Articles 113-122 establish allocation rules between employee inventors and employers, with mandatory employee compensation for service inventions under specific procedural framework — provisions that technology companies must address in employment agreements and IP assignment documentation.
Data Protection Under KVKK Law 6698
Personal data protection in Türkiye operates under KVKK (Law No. 6698) of 24 March 2016, structurally similar to the GDPR but with specific differences requiring local compliance attention. KVKK Article 4 establishes general principles (genel ilkeler): processing must be lawful and fair; accurate and current where necessary; collected for specified, explicit, and legitimate purposes; relevant, limited, and necessary for the purposes; and retained no longer than necessary. KVKK Article 5 establishes lawful processing bases for ordinary personal data: explicit consent of the data subject; legal obligation; necessity for performance of a contract; necessity for fulfilment of the data controller's legal obligation; data made public by the data subject; necessity for establishment, exercise, or defence of a legal right; and necessity for legitimate interests of the data controller (subject to balancing test).
Special category personal data (özel nitelikli kişisel veriler) under KVKK Article 6 — health, sexual life, race, ethnic origin, political opinion, philosophical belief, religion, sect, appearance, association membership, foundation membership, trade union membership, conviction, security measures, and biometric and genetic data — requires explicit consent for most processing, with limited statutory exceptions. The Personal Data Controllers Registry (Veri Sorumluları Sicili Bilgi Sistemi, "VERBIS") under KVKK Article 16 requires data controllers exceeding specific thresholds (currently around 50 employees or TRY 100 million annual revenue, with periodic adjustment) to register with KVKK Kurumu and disclose processing details. Smaller data controllers and certain specified categories are exempted from VERBIS registration but remain subject to all other KVKK obligations. Practice may vary by authority and year — check current guidance.
Cross-border data transfers under KVKK Article 9 were substantially amended by Law No. 7499 of 2 March 2024 to align with international standards including the GDPR adequacy decisions framework. Under the amended framework, cross-border transfers can proceed where: the recipient country has an adequacy decision from KVKK Kurumu (analogous to GDPR adequacy decisions); appropriate safeguards exist (binding corporate rules, standard contractual clauses approved by KVKK Kurumu, certification mechanisms); or specific exceptions apply (explicit consent for the specific transfer, contractual necessity, legal claim defence, vital interests, public interest grounds). Standard contractual clauses (standart sözleşme hükümleri) approved by KVKK Kurumu provide a practical mechanism for cross-border transfers to non-adequacy countries, with the SCCs filed with KVKK Kurumu for record-keeping. Failure to comply with KVKK can trigger administrative fines under KVKK Article 18 ranging from TRY 47,000 to TRY 9.4 million per violation (2025 amounts, indexed annually) plus criminal liability under TCK Articles 135-140 (data crimes) for serious violations including unauthorised data recording, unlawful disclosure, and failure to delete data.
E-Commerce Under Law 6563 and Law 7416 Reforms
Electronic commerce in Türkiye operates under the Law on the Regulation of Electronic Commerce (Law No. 6563) of 7 November 2014, substantially amended by Law No. 7416 of 1 July 2022 to address market concentration and intermediary platform regulation. Law 6563 establishes core obligations for service providers and intermediary service providers including: pre-contractual information disclosure to consumers; commercial electronic message rules requiring opt-in consent; intellectual property infringement notice-and-takedown procedures; data privacy alignment with KVKK; and dispute resolution mechanisms. The Ministry of Trade (Ticaret Bakanlığı) administers Law 6563 with the Electronic Commerce Information System (Elektronik Ticaret Bilgi Sistemi, "ETBİS") providing the regulatory information platform.
Law 7416 introduced significant new framework for intermediary service providers (aracı hizmet sağlayıcı) categorised by net transaction volume thresholds. Major intermediary service providers exceeding specified annual net transaction volumes face additional obligations including: prohibition on selling goods or services they themselves produce or own (with grandfathering for specific situations); restrictions on cross-platform marketing using customer data; algorithm transparency requirements regarding ranking and recommendation; data sharing obligations with sellers; advertising spend caps; and licensing requirements implemented through the Ministry of Trade. The thresholds and obligations are periodically adjusted through implementing regulations, with the Electronic Commerce Coordination Board overseeing implementation. Practice may vary by authority and year — check current guidance.
Distance contracts under Consumer Protection Law (Law No. 6502) Articles 48-52 and the Distance Contracts Regulation (Resmi Gazete 27.11.2014, No. 29188) impose specific consumer protection requirements on e-commerce: pre-contractual information including total price, delivery cost, payment methods, withdrawal right, and complaint mechanisms; the 14-day withdrawal right (cayma hakkı) for most distance contracts; specific exceptions for personalised goods, perishable items, and digital content delivered with consent waiving withdrawal; and warranty rules under TKHK Articles 8-15. E-commerce platforms must implement compliant checkout flows, withdrawal procedures, and customer service infrastructure. Consumer disputes proceed through the Consumer Arbitration Boards (Tüketici Hakem Heyetleri) for small claims and Consumer Courts (Tüketici Mahkemeleri) under TKHK Article 73 for larger disputes, with specific monetary thresholds determining the forum.
Internet Law 5651 and Social Media Provider Obligations
Internet content regulation in Türkiye operates under the Law on Regulation of Internet Broadcasts and Combating Crimes Committed Through These Broadcasts (Law No. 5651) of 4 May 2007. Law 5651 establishes obligations for content providers, hosting providers, and access providers — with specific frameworks for personal rights protection (Article 9), removal of content violating personal rights, and removal of content related to specific crime categories. Content removal procedures involve direct application to the content provider, application to the hosting provider, and judicial application to the Criminal Judgeship of Peace (Sulh Ceza Hâkimliği) for removal orders enforceable against access providers including ISPs.
Law No. 7253 of 29 July 2020 introduced significant new obligations for social media providers (sosyal ağ sağlayıcı) under Law 5651 Additional Article 4. Social media providers exceeding the threshold of one million daily access from Türkiye are required to: appoint a local representative (temsilci) authorised to receive and respond to legal notices and judicial decisions; respond to content takedown requests within specified periods (typically 48 hours for personal rights violations, 24 hours for specific urgent categories); store certain user data within Türkiye (data localisation requirement); publish quarterly transparency reports detailing takedown requests and responses; and comply with bandwidth restrictions (up to 90% bandwidth throttling) and advertising bans for non-compliance. Major international platforms have implemented compliance through Turkish representative entities (Twitter / X, Facebook / Meta, YouTube / Google, TikTok, Instagram, LinkedIn). Practice may vary by authority and year — check current guidance.
The interaction between Law 5651 content removal and Constitutional Court jurisprudence on freedom of expression under Article 26 of the Constitution has been substantial. The Constitutional Court has ruled in multiple cases that overbroad or insufficiently reasoned removal orders can violate freedom of expression and information rights, providing limited but important pushback on regulatory expansion. Specific high-profile cases involving Wikipedia (long-standing access ban lifted following Constitutional Court intervention), Twitter, and Facebook have established jurisprudence balancing content regulation with constitutional speech protections. Cybercrime under TCK Articles 243-246 — Article 243 (unauthorised access to information systems with imprisonment up to 1 year), Article 244 (system disruption, blocking, data destruction with imprisonment 6 months to 3 years), Article 245 (bank and credit card misuse with imprisonment up to 8 years), Article 245/A (prohibited devices and programs) — provides criminal framework for cyberattacks and unauthorised access incidents. Coordination with Cybercrime Department of the Public Prosecutor's Office is essential for incident response in serious cases.
Payment Services Under Law 6493
Payment services and electronic money in Türkiye operate under the Law on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions (Law No. 6493) of 20 June 2013, supervised by the Central Bank of the Republic of Türkiye (TCMB). Law 6493 establishes licensing frameworks for: payment service providers (ödeme hizmet sağlayıcıları) under Article 14; electronic money institutions (elektronik para kuruluşları) under Article 18; and payment system operators (ödeme sistemi işleticileri) under Article 4. The licensing process involves capital requirements (currently TRY 1 million for payment service providers and TRY 5 million for electronic money institutions, indexed periodically), governance requirements, IT security standards, anti-money-laundering compliance under MASAK Law 5549, and consumer protection requirements.
The Regulation on Payment Services and Electronic Money Institutions of 1 December 2021 (Resmi Gazete No. 31676) provides operational implementation of Law 6493. Key obligations include: minimum capital maintenance with capital adequacy ratios; segregation of customer funds in escrow accounts (emanet hesabı) at supervised banks; IT security audits annually under specific framework; transaction monitoring and reporting; KYC and customer due diligence under MASAK requirements; and consumer disclosure on fees, charges, and dispute resolution. Service providers must implement strong customer authentication for online transactions and apply specific consent frameworks for recurring payments. Cross-border payment services require specific licensing pathway analysis under Law 6493 with TCMB consultation typical for novel structures. Practice may vary by authority and year — check current guidance.
Enforcement under Law 6493 includes administrative fines, licence suspension and revocation, and criminal liability under specific TCK provisions for unlicensed operation. Banking partnerships between fintech operators and licensed Turkish banks structure many fintech innovations through agency arrangements, white-label products, and BaaS (Banking-as-a-Service) frameworks rather than direct licensing — but the substantive activity classification under Law 6493 determines whether banking partnership suffices or direct licensing is required. The interaction between Law 6493 and the Banking Law (Law No. 5411) for credit-related products requires careful regulatory mapping under BDDK supervision principles. The Open Banking framework introduced through TCMB Communiqué establishes standardised API access between banks and authorised third-party providers, creating structured opportunities for fintech innovation within the regulated framework.
Crypto Asset Regulation Under Law 7518
Crypto asset regulation in Türkiye underwent fundamental change with Law No. 7518 of 2 July 2024 amending the Capital Markets Law (Law No. 6362, the "SPK"). Prior to Law 7518, crypto assets operated in a substantial regulatory gap with limited specific regulation: TCMB Regulation of 30 April 2021 banned use of crypto assets for payments; MASAK Communiqué No. 16 of 2 May 2021 imposed AML obligations on crypto service providers as obliged entities under Law 5549; and general consumer protection, taxation, and contract law applied generically. Law 7518 introduced the first comprehensive Turkish crypto-specific framework, defining crypto assets and establishing licensing of crypto asset service providers (kripto varlık hizmet sağlayıcılar, "KVHS") under Capital Markets Board (Sermaye Piyasası Kurulu, "SPK") supervision.
Under the amended SPK Article 35/A and 35/B framework, KVHS licensing is required for entities providing: crypto asset trading platforms (exchanges); crypto asset custody services; crypto asset transfer services; and other crypto-related services as specified by SPK. Licensing requirements include: minimum capital (currently TRY 50 million for exchanges, TRY 150 million for custody services, with periodic adjustment); fit-and-proper standards for management; technical infrastructure requirements; cybersecurity standards; client asset segregation; AML compliance under MASAK framework; and ongoing reporting to SPK. Existing crypto exchanges operating in Türkiye were required to apply for licensing within transition periods following Law 7518 effective date, with non-compliant operations facing prohibition. Practice may vary by authority and year — check current guidance.
Tax treatment of crypto assets remains under development through Revenue Administration interpretations under VUK Article 413 (özelge / mukteza) and successive General Communiqués. Capital gains on crypto asset disposition by individual investors generally fall under GVK Article 80 incidental income framework, with the holding period and frequency of transactions determining commercial vs investment characterisation. Crypto-related income for businesses falls under standard corporate or commercial income rules. The VAT treatment of crypto exchange services remains subject to specific KDVK guidance. International crypto activity by Turkish residents triggers FATCA and CRS reporting through the new framework's classification of crypto exchanges as reporting financial institutions, with information flows commencing as the framework is fully implemented. The interaction between Law 7518 KVHS framework, MASAK AML obligations, KVKK data protection on customer information, and tax obligations creates a complex compliance landscape requiring integrated legal counsel for crypto operators in Türkiye.
Digital Services Tax Under Law 7194
The Digital Services Tax (Dijital Hizmet Vergisi, "DHV") under Law No. 7194 of 5 December 2019 imposes a 7.5% tax on revenues from specified digital services provided in Türkiye, regardless of the service provider's residency or establishment. Taxable services under Law 7194 Article 1 include: digital advertising services (display advertising, search advertising, sponsored content); digital content sales (software downloads, games, music, video, e-books, mobile applications); digital intermediary services for the sale of goods and services (e-commerce marketplaces, ride-sharing platforms, food delivery aggregators, accommodation platforms); and other specified digital services. Liability arises where the service provider's worldwide annual revenue exceeds EUR 750 million and Turkish digital services revenue exceeds TRY 20 million (with periodic adjustment).
The DHV operates as a separate gross revenue tax on Turkish-source digital services revenue, calculated quarterly under VUK procedural framework with returns filed with the Revenue Administration. The tax base is gross revenue from in-scope services, with limited deductions. Foreign-resident service providers above the thresholds must register for DHV and file returns, with appointed Turkish tax representatives where applicable. The DHV operates separately from corporate income tax under KVK and VAT under KDV — meaning a foreign digital service provider may simultaneously face DHV on Turkish digital services revenue, withholding tax on certain payment categories under GVK Article 94, VAT on Turkish customers under KDVK reverse charge mechanisms, and corporate tax exposure if a permanent establishment is found. Practice may vary by authority and year — check current guidance.
Strategic DHV management for international tech companies serving Turkish customers involves several considerations. The threshold analysis requires careful revenue tracking by service category to identify when DHV obligations commence. The interaction with bilateral DTTs is complex — Turkish DTTs typically address business profits and royalties but not specifically gross revenue taxes like DHV, leaving the DTT relief question unresolved for many treaty partner companies (with Türkiye taking the position that DHV is a domestic levy not subject to DTT relief). The interaction with international BEPS Pillar One framework — which contemplates allocation of taxing rights for large multinationals' digital revenues — remains evolving, with Türkiye signalling that DHV may be revisited if a comprehensive multilateral solution is implemented. Pre-DHV planning for international tech companies entering the Turkish market requires comprehensive tax structuring covering DHV, withholding, VAT, and PE risk management — coordinated with the company's overall global tax position.
R&D and Technology Development Zone Incentives
Innovation incentives provide substantial tax and operational benefits for technology companies. The R&D Activities Support Law (Law No. 5746) of 28 February 2008 provides comprehensive incentives for qualifying R&D, design, and innovation activities. Under Law 5746 Article 3, eligible R&D expenditures benefit from: 100% deduction from corporate or income tax base (immediate expense recognition rather than capitalisation); income tax withholding exemption on salaries paid to R&D personnel ranging from 80% (basic) to 95% (PhD-level); social security premium employer support of 50%; stamp duty exemption under Law No. 488; and customs duty exemption on R&D equipment imports. R&D Centre certification by the Ministry of Industry and Technology requires 15 full-time R&D personnel (reduced to 10 for some sectors).
The Technology Development Zones Law (Law No. 4691) of 26 June 2001 provides distinct and significant incentives for software and technology companies operating within designated TDZs (commonly known as Teknoparks): exemption from income and corporate tax on income derived from software development and R&D activities until 31 December 2028 under the current sunset (extended successively); income tax withholding exemption on salaries of R&D, software, and design personnel; VAT exemption under KDVK on sales of qualifying software products to domestic and foreign customers; social security premium employer support; and stamp duty exemption. Major TDZs include İTÜ ARI Teknokent, Bilkent Cyberpark, ODTÜ Teknokent, and dozens of other zones across Türkiye. Foreign-owned technology companies establishing Turkish subsidiaries operating from a TDZ benefit equally with Turkish-owned companies. Practice may vary by authority and year — check current guidance.
Choice between R&D Centre regime under Law 5746 and TDZ regime under Law 4691 depends on activity profile and operational structure. Law 5746 R&D Centre regime requires 15 R&D personnel (with sectoral reductions) but does not require physical location in any specific zone. Law 4691 TDZ regime requires presence in a designated TDZ with rented or owned office space but has lower headcount thresholds and provides distinct income exemption (versus Law 5746's expenditure deduction model). Combined regimes are generally not available for the same activity under anti-double-dipping rules, requiring strategic choice based on the activity profile. Both regimes interact with the broader Investment Incentives Decree (Council of Ministers Decision No. 2012/3305) framework for capital expenditure incentives, with careful structuring required to optimise overall outcomes. The integration of R&D, TDZ, and general investment incentives creates substantial competitive advantage for technology companies based in Türkiye, particularly in software, AI, semiconductor, and similar high-value sectors.
Cross-Border Considerations for International Tech Companies
International technology companies operating in Türkiye face integrated cross-border legal challenges spanning entity structure, intellectual property assignment, data flows, payment processing, and tax compliance. Entity structure choices include: branch operation under TTK Article 484 framework (without separate Turkish legal personality, simpler to establish but with full home-country liability for Turkish operations); subsidiary establishment under TTK as Turkish A.Ş. or Ltd. Şti. (separate legal personality, limited liability, standard for substantial operations); representative office (limited to non-commercial activities including market research and liaison); and free zone or TDZ establishment for qualifying activities with specific incentive benefits.
Intellectual property assignment between the international parent and Turkish subsidiary requires careful structuring to manage transfer pricing exposure under KVK Article 13 (örtülü kazanç dağıtımı — disguised profit distribution) and overall global IP strategy. Common structures include: licensing of international IP to the Turkish subsidiary at arm's length royalty rates supported by transfer pricing documentation; cost-sharing arrangements where the Turkish subsidiary contributes to global R&D and shares ownership of resulting IP; service-based structures where the Turkish subsidiary provides services without IP ownership but with appropriate fees; and mixed structures for different IP categories. The transfer pricing documentation requirements under KVK Article 13 and the Communiqué No. 1 on Disguised Profit Distribution Through Transfer Pricing of 18 November 2007 require Master File and Local File for groups exceeding revenue thresholds, with annual filing obligations. Practice may vary by authority and year — check current guidance.
Cross-border data transfer compliance under KVKK Article 9 (as amended by Law No. 7499 of 2024) requires structured analysis for data flows between Turkish operations and international group entities or third-party service providers. Cloud hosting on AWS, Microsoft Azure, Google Cloud, and similar providers involves cross-border transfer analysis, with the storage location, processing location, and access controls determining KVKK compliance pathway. The interaction between KVKK cross-border rules and FATCA/CRS reporting obligations for fintech operators creates additional layered analysis. Tax-treaty-based structures for international tech operations involve detailed analysis of the OECD Model Convention permanent establishment definition (Article 5) — particularly the agency PE concept, server PE doctrine, and the BEPS Multilateral Instrument modifications applicable to Türkiye's DTT network through the MLI signed 7 June 2017. ER&GUN&ER Law Firm coordinates Turkish-side strategy with foreign counsel for international technology clients managing Turkish presence within global structures.
Frequently Asked Questions
- What law governs software copyright in Türkiye? The Law on Intellectual and Artistic Works (Law No. 5846, the "FSEK") of 5 December 1951. FSEK Article 2(1) classifies computer programs as scientific and literary works. Protection arises automatically at creation. Registration is voluntary at the Directorate General of Copyrights under the Ministry of Culture and Tourism — NOT at TÜRKPATENT (which handles industrial property only).
- What is the industrial property law? The Industrial Property Law (Law No. 6769, the "SMK") of 10 January 2017 governs trademarks, patents, designs, and geographical indications. Administered by Türk Patent ve Marka Kurumu (TÜRKPATENT or TPMK). Software "as such" is excluded from patentability under SMK Article 82(2)(c) but computer-implemented inventions may qualify.
- How does data protection apply to tech? Under KVKK (Law No. 6698) of 24 March 2016, with general principles in Article 4, lawful bases in Article 5, special category data in Article 6, VERBIS registry under Article 16, cross-border transfers in Article 9 (amended by Law No. 7499 of 2 March 2024), and administrative fines up to TRY 9.4 million per violation.
- What are e-commerce obligations? Law No. 6563 of 7 November 2014 (amended by Law No. 7416 of 1 July 2022) governs e-commerce service providers and intermediaries. Major intermediaries face additional obligations on self-preferencing, algorithm transparency, and licensing. Distance contracts under TKHK Articles 48-52 require 14-day withdrawal right and specific disclosures.
- What about social media platforms? Law No. 5651 (amended by Law No. 7253 of 29 July 2020) requires social media providers exceeding 1 million daily Turkish users to: appoint local representative; respond to takedown requests within 48 hours; store certain user data in Türkiye; publish quarterly transparency reports. Non-compliance triggers bandwidth throttling and advertising bans.
- How are payment services regulated? Under Law No. 6493 of 20 June 2013, supervised by TCMB. Licensing required for payment service providers, electronic money institutions, and payment system operators. Implementing Regulation of 1 December 2021 (RG 31676) provides operational rules. Open Banking framework through TCMB Communiqué provides structured fintech opportunities.
- What is the crypto framework? Law No. 7518 of 2 July 2024 amended the Capital Markets Law (Law No. 6362) to introduce comprehensive crypto regulation. Crypto Asset Service Providers (KVHS) require SPK licensing for exchanges, custody, transfer services. Combined with TCMB ban on crypto in payments (30.4.2021) and MASAK Communiqué No. 16 (2.5.2021) AML obligations.
- What is the Digital Services Tax? Law No. 7194 of 5 December 2019 imposes 7.5% Digital Services Tax (DHV) on Turkish-source revenues from digital advertising, digital content, intermediary digital services, and similar categories. Liability above thresholds: EUR 750 million worldwide and TRY 20 million Turkish revenue.
- What R&D incentives apply? R&D Activities Support Law (Law No. 5746) of 28 February 2008: 100% expenditure deduction, 80-95% salary withholding exemption, 50% SGK premium support. R&D Centre certification requires 15 R&D personnel (reduced to 10 for some sectors).
- What about Technology Development Zones? Law No. 4691 of 26 June 2001 provides corporate/income tax exemption on software and R&D income within designated Teknoparks until 31 December 2028 (current sunset, with successive extensions); withholding exemption on personnel salaries; VAT exemption on qualifying software sales; SGK premium support.
- What cybercrime offences exist? TCK Articles 243-246: Article 243 (unauthorised access — up to 1 year), Article 244 (system disruption, blocking, data destruction — 6 months to 3 years), Article 245 (bank/credit card misuse — up to 8 years), Article 245/A (prohibited devices and programs).
- How is electronic signature regulated? Electronic Signature Law (Law No. 5070) of 15 January 2004 establishes secure electronic signature framework with legal effect equivalent to handwritten signatures under Article 5. Implemented through accredited electronic certificate service providers.
- How are international tech companies treated? Foreign companies have national treatment under Foreign Direct Investment Law (Law No. 4875) Article 3. Subsidiary or branch establishment, IP assignment with KVK Article 13 transfer pricing, KVKK Article 9 cross-border data, and BEPS MLI modifications to applicable DTTs all require integrated cross-border analysis.
- What about software employee inventions? SMK Articles 113-122 establish employee invention framework with mandatory employee compensation for service inventions through specific procedural framework. Technology companies must address through employment agreements and IP assignment clauses.
- Where does ER&GUN&ER Law Firm support technology law matters? Corporate structure under TTK; software copyright and licensing under FSEK; trademarks, patents, and designs under SMK; KVKK compliance and VERBIS registration; e-commerce compliance under Laws 6563 and 7416; social media provider compliance under Laws 5651 and 7253; payment services licensing under Law 6493; crypto compliance under Law 7518; DHV planning under Law 7194; R&D incentives under Law 5746; TDZ benefits under Law 4691; cybercrime defence and incident response under TCK; cross-border IP and tax structuring; transfer pricing documentation under KVK Article 13; and tech-related litigation before Intellectual and Industrial Property Courts and Commercial Courts.
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 and foreign technology companies, SaaS providers, fintech operators, e-commerce platforms, crypto asset service providers, and digital agencies across Software Copyright under FSEK Law 5846, Industrial Property under SMK Law 6769, Data Protection under KVKK Law 6698, E-Commerce Compliance under Laws 6563 and 7416, Social Media Provider Obligations under Laws 5651 and 7253, Payment Services Licensing under Law 6493, Crypto Asset Compliance under Law 7518, Digital Services Tax under Law 7194, R&D Incentives under Law 5746, Technology Development Zones under Law 4691, Cybercrime Response under TCK Articles 243-246, Cross-border IP and Tax Structuring under TTK and KVK Article 13, and Tech Litigation before the Intellectual and Industrial Property Courts and the Commercial Courts.
Education: Istanbul University Faculty of Law (2018); Galatasaray University, LL.M. (2022). LinkedIn: Profile. Istanbul Bar Association: Official website.