START-UP LAW

The entrepreneurial journey is not merely about putting a business idea into practice; it is a series of successive and complementary steps, each defined within the legal order. At the very start, before any commercial activity begins, comes the "legality review". This phase is the venture's legal check-up. By examining whether the planned business model complies with the legislation in force, public order, morality and mandatory rules of law, it ensures that the foundations are laid soundly. Only this preventive review can stop time and capital from being spent on a field of activity that cannot be legally protected or is prohibited.

Once the idea is confirmed to stand on a legal footing, the "protection of the venture" follows. Even before it is made public or commercialised, the idea, brand, design or inventions at the heart of the venture must be protected under intellectual and industrial property law. In the start-up ecosystem, protecting innovations that bring a technical solution to a technological problem, that is, inventions, is vital to sustaining a competitive advantage. Patent law protects inventions, while trademark registration secures the venture's commercial identity and reputation. For technology ventures in particular, registering digital assets such as software code and databases with the Ministry of Culture and Tourism or protecting them with time-stamping technology provides the strongest evidence against idea theft.

Once this protective shield is in place, incorporation gives the venture a legal identity. At this point, the legal entity best suited to the venture's capital structure, partnership model and growth targets must be chosen. Although the sole proprietorship is the most common structure in the start-up ecosystem, the joint-stock company is regarded as the "gold standard" for ventures that aim to raise investment and scale. The principle of unlimited liability in partnerships puts the entrepreneur's entire personal wealth at risk, whereas in capital companies (limited liability and joint-stock companies) the partners' liability is, as a rule, limited to the capital they contribute. Joint-stock companies in particular are indispensable in the start-up world because shares are easy to transfer, different classes of privileges can be created and they are the structure preferred by institutional investors (venture capital, angel investors). At this stage, beyond the articles of association, the Shareholders' Agreement (SHA), which governs the real balance of power between the partners, management rights and exit scenarios, is of vital importance.

Once legal personality is acquired, the contracts governing the venture's relations with its internal and external stakeholders come into play. Disputes are inevitable in commercial life, but setting out in the contract in advance the problems that may arise, such as late delivery, non-payment or defective services, and how they will be resolved prevents chaos. Non-disclosure agreements (NDAs) against idea theft, the entrepreneur's greatest fear, non-compete clauses in employment contracts and supplier agreements secure the venture's operations. A good contract is a text that resolves disputes before they arise. A text that clearly defines the parties' rights and obligations removes differences of interpretation and allows disputes to be resolved without going to court.

The investment process through which a venture obtains the capital it needs to grow is not simply a transaction in which money arrives in an account. It begins with a term sheet in which the parties state their intentions. The term sheet is a roadmap setting out agreement on the investment's key commercial and legal terms (company valuation, shareholding, management rights, etc.). This is followed by due diligence, in which the investor examines the company's financial, legal and operational health: whether the company has tax debts, whether its licences are complete and what legal risks it faces. The process concludes with the Share Purchase and Shareholders' Agreement, under which the shares are formally transferred and the constitution of the partnership is written.

The phase that runs alongside the start of operations and continues throughout is legal compliance. E-commerce sites and mobile applications in particular must comply fully with Law No. 6563 on the Regulation of Electronic Commerce and Consumer Protection Law No. 6502. Managing distance sales contracts, pre-contractual information forms and right-of-withdrawal processes in line with the legislation is essential to avoid administrative sanctions. In the digital world, processing data is not a field of "unlimited freedom" but a responsibility to be managed within the strict limits drawn by Personal Data Protection Law No. 6698 (KVKK). As a "data controller", every venture must inform its customers, obtain their explicit consent where necessary and ensure data security. In short, on the entrepreneurial journey the law is not a cost or an obstacle but the strongest strategic partner, protecting the venture, managing commercial risk and increasing the company's value.