What Legal Advisory Services Are Most Important for Startups Expanding Internationally? A Guide for Businesses in Istanbul, Türkiye
Taking a startup beyond its home market is an exciting step. It often means that the founders have developed a product or service that people want, built a customer base and identified opportunities in other countries. But international growth also brings questions that may not have been part of the original business plan.
Can the company sell its services in another country without establishing a local entity? Should it open a subsidiary? How should foreign investors be brought into the business? Who owns the software developed by an external programmer? What happens if an overseas distributor fails to meet its obligations? And which country's laws will apply if a commercial relationship breaks down?
These are not simply administrative questions. They can affect a startup's ownership, financial position, intellectual property and ability to operate in a new market.
For businesses considering Türkiye, Istanbul is an important place to begin exploring these opportunities. The city brings together international businesses, investors, financial institutions, technology companies, manufacturers and professional service providers. It offers a commercially active environment for foreign entrepreneurs entering Türkiye and Turkish startups looking to build relationships abroad.
However, doing business across borders requires more than finding customers or registering a company. Founders need to understand the legal requirements of each market and how those requirements affect their existing business.
This is where international legal advisory services become particularly valuable.
A startup does not necessarily need a large in-house legal department or a complicated collection of legal documents. What it does need is practical advice at the right time, a clear understanding of its legal responsibilities and arrangements that protect the business as it grows.
In this article, we explore the legal services that matter most when startups expand internationally, explain the Turkish legal framework and consider how businesses operating from Istanbul can prepare for sustainable international growth.
1. Corporate Structuring and Company Formation: Choosing the Right Foundation
Before entering another country, founders should decide how they want their business to operate there.
This decision may seem straightforward at first. A company might simply want to hire a local sales representative, rent an office or start selling its products. But the legal structure behind these activities can have long-term consequences.
For example, operating through an independent distributor is very different from establishing a subsidiary. A branch has a different legal position from a separately incorporated company, while a liaison office is restricted to permitted non-commercial activities.
Choosing the right arrangement depends on the business model, the level of investment, the intended activities and the company's plans for future growth.
Understanding the available business structures
Startups entering Türkiye commonly consider the following options.
Limited liability company (Limited Şirket – Ltd. Şti.)
A limited liability company is a common choice for businesses that want to establish a relatively straightforward corporate structure in Türkiye.
It can be suitable for smaller operations, foreign-owned businesses and companies with a limited number of shareholders.
Joint stock company (Anonim Şirket – A.Ş.)
A joint stock company may be more appropriate for a startup expecting institutional investment, multiple funding rounds or a more complex shareholder structure.
It can also provide greater flexibility for certain shareholding and corporate governance arrangements.
Branch office
A foreign company may establish a branch in Türkiye when it wants to conduct business through an extension of its existing legal entity.
A branch is not a separate legal person in the same way as a Turkish subsidiary. The relationship with the parent company therefore needs careful consideration, particularly regarding liabilities and tax obligations.
Liaison office
A liaison office may be useful for foreign businesses that want to explore the Turkish market, conduct research or coordinate certain non-commercial activities.
It should not be confused with a commercial subsidiary. A liaison office cannot undertake ordinary commercial activities in Türkiye and must operate within its authorized scope.
The Turkish Investment Office's guide to establishing a business provides useful information for foreign entrepreneurs considering these structures.
What foreign founders should know about establishing a company in Türkiye
Türkiye generally follows an equal-treatment approach to foreign direct investment under Foreign Direct Investment Law No. 4875.
This means that foreign investors can generally establish and own Turkish companies without automatically needing a Turkish business partner.
Nevertheless, the proposed activity must be examined carefully. Certain industries have specific ownership conditions, licenses, approvals or regulatory requirements.
Company establishment may also involve preparing documents from the founders' home countries. Depending on the circumstances, these can include:
Passports or corporate identification documents.
Certificates of incorporation and good standing.
Shareholder or board resolutions.
Authorized signatory documents.
Powers of attorney.
Apostilled or consularly legalized documents.
Certified Turkish translations.
Articles of association and trade registry documentation.
The exact requirements depend on the nationality and legal status of the shareholders and the proposed company structure.
Do not overlook the founders' own arrangements
One issue that often receives too little attention is the relationship between the founders themselves.
At the beginning, business partners may feel that there is no need for formal agreements because everyone understands their responsibilities. That understanding can change when the company starts attracting investors or generating significant revenue.
Consider a startup founded by two entrepreneurs in Istanbul. One develops the technology, while the other manages sales and business development. An overseas investor later offers funding in exchange for an ownership interest.
What happens if one founder wants to leave? Can the investor block important business decisions? Who owns the technology? Can a founder sell their shares to an outside party?
These matters should be addressed before they become disagreements.
A properly prepared shareholders' agreement can deal with:
Ownership percentages and share transfers.
Voting and management rights.
Board appointments.
Reserved matters.
Founder responsibilities.
Share vesting arrangements.
Minority shareholder protections.
Deadlock resolution.
Exit arrangements.
The objective is not to create unnecessary restrictions. It is to make sure everyone understands their rights and responsibilities as the company develops.
2. Foreign Investment and Fundraising: Protecting the Founders and Investors
For many startups, international expansion requires additional capital.
A business may need funding to recruit employees, develop its technology, establish an overseas office, enter a new market or increase production capacity.
Finding an investor is an important achievement, but agreeing on the investment terms requires careful legal consideration.
The amount of money being invested is only one part of the transaction. Equally important are the rights that the investor receives and the obligations accepted by the founders.
Preparing for international investment
Startups may receive investment from angel investors, venture capital funds, private equity firms, strategic corporate investors or international business partners.
Each arrangement has its own legal and commercial implications.
Before accepting funding, founders should understand:
How much equity will be transferred or issued.
How the company's valuation is calculated.
Whether the investor receives voting rights.
Whether the investor can appoint board members.
Which decisions require investor approval.
How future funding rounds will affect ownership.
What happens if a founder leaves.
How the investor can eventually exit.
These are important questions because an investment that appears attractive financially may create difficulties if the accompanying rights are not properly understood.
Negotiating investment and shareholders' agreements
A well-prepared investment agreement should reflect the actual commercial understanding between the parties.
For example, an investor may request protection against dilution if the company raises another funding round at a lower valuation. Another investor may want approval rights over major acquisitions, borrowing or changes to the company's business model.
Founders should understand the practical effect of these provisions before signing.
Legal advisers can assist with investment agreements, subscription documents, shareholders' agreements, convertible financing arrangements, founder vesting and related corporate approvals.
Where a Turkish company receives investment from a foreign fund, the investment documents should also be coordinated with Turkish corporate law and the company's trade registry records.
Why legal due diligence matters before fundraising
Investors rarely assess a startup on its business plan alone. They also want to understand whether the company actually owns what it claims to own and whether its legal affairs are in order.
This is why legal due diligence is an important part of fundraising.
An investor may examine:
Founder and shareholder agreements.
Existing investment arrangements.
Intellectual property ownership.
Employment and consultancy contracts.
Customer and supplier agreements.
Outstanding litigation.
Regulatory licenses.
Data protection compliance.
Financial and contractual liabilities.
A startup with organized records and clearly documented ownership arrangements is generally better prepared for investment negotiations.
3. International Commercial Contracts: Making Business Relationships Clear
International business relationships often begin with enthusiasm.
A startup finds a distributor in another country, agrees to work with a technology provider or receives an order from an overseas customer. The parties discuss the commercial terms and want to begin as quickly as possible.
The temptation is to use a standard agreement or sign a document prepared by the other party.
That can be a mistake.
A contract that works for a domestic transaction may not adequately address the risks of a relationship involving different countries, legal systems, currencies and enforcement procedures.
Which contracts should startups prepare?
Depending on their activities, internationally expanding startups may need:
International sales agreements.
Distribution agreements.
Commercial agency agreements.
Joint venture agreements.
Strategic partnership agreements.
Manufacturing and supply agreements.
Software development agreements.
SaaS subscription agreements.
Technology licensing agreements.
Consultancy agreements.
Non-disclosure agreements.
Master services agreements.
The important point is that each agreement should reflect the actual relationship.
For example, a Turkish technology company appointing a distributor in Germany should decide whether the distributor has exclusive rights, how sales targets will be measured and whether the distributor can appoint sub-distributors.
It should also establish who owns customer relationships, how commissions are calculated and what happens if the distributor fails to perform.
Without clear provisions, a commercial partnership can become difficult to manage.
Governing law: Which country's rules apply?
One of the most important questions in an international contract is which country's law governs the agreement.
A Turkish company may enter into a contract with a British investor, a German distributor or a Singaporean technology provider. The parties may prefer different legal systems.
The International Private and Procedural Law Act No. 5718 (MÖHUK) is particularly relevant to contractual relationships involving foreign elements.
Article 24 addresses the parties' choice of law for contractual obligations, subject to the applicable statutory framework and mandatory provisions.
Choosing a governing law should not be treated as a routine drafting exercise. The parties should understand the consequences of their choice and whether mandatory rules may still apply.
What happens if a dispute arises?
An international contract should also establish how disputes will be handled.
The parties may agree to resolve disputes through national courts or international arbitration, depending on the nature of their relationship.
The agreement should address the jurisdiction or arbitration mechanism, language of proceedings, service of notices and enforcement considerations.
For qualifying international sales of goods, the United Nations Convention on Contracts for the International Sale of Goods (CISG) may also apply.
The official UNCITRAL CISG resource provides the Convention and related information.
A carefully drafted contract does not guarantee that disagreements will never arise. It does, however, give the parties a clearer framework for dealing with them.
4. Intellectual Property Protection: Safeguarding What Makes the Startup Valuable
For many startups, the most valuable part of the business is not its office, equipment or physical inventory.
It is the technology, brand, software, product design or confidential information that makes the business different.
International expansion can expose these assets to new markets and potential commercial partners. It also increases the importance of establishing who owns them and how they can be used.
Protecting trademarks in different countries
A trademark registered in Türkiye does not automatically provide worldwide protection.
A startup planning to enter the European Union, the United Kingdom, the United States or another market should consider where trademark registration is commercially important.
Depending on the circumstances, protection may be obtained through national applications, regional registration systems or the Madrid System for international trademark registration.
In Türkiye, the Industrial Property Code No. 6769 provides the principal framework for trademark, patent and industrial design protection.
The Turkish Patent and Trademark Office provides information about applications, registration procedures and intellectual property rights.
Who owns the software developed for a startup?
This is a particularly important question for technology businesses.
A startup may hire freelance programmers, external development agencies or employees to build its software. The founders may assume that paying for development means the company automatically owns everything produced.
That assumption should not be made without examining the applicable law and contractual arrangements.
Software development agreements should clearly address:
Ownership of developed software.
Copyright and intellectual property assignments.
Source code delivery.
Licensing rights.
Confidentiality.
Use of third-party components.
Open-source software.
Technical documentation.
Maintenance and future updates.
Turkish copyright matters are principally governed by Law No. 5846 on Intellectual and Artistic Works.
The company's ownership position should be reviewed before fundraising or selling the business because investors and potential buyers commonly examine intellectual property rights during due diligence.
Patents, industrial designs and confidential information
Startups developing new products, technical processes or manufacturing solutions should consider whether patent or industrial design protection is appropriate.
Confidential business information also deserves attention.
Pricing models, customer databases, algorithms, product roadmaps and internal research can all have commercial value.
Businesses should protect these assets through appropriate confidentiality agreements, internal procedures and access restrictions.
A non-disclosure agreement is useful, but it should form part of a wider approach to protecting confidential information.
Technology licensing when entering international markets
A startup licensing its technology to foreign customers should be clear about what those customers are allowed to do.
The agreement may need to address geographical restrictions, authorized users, license duration, sublicensing, modifications, technical support, source code access and termination.
This is especially important for SaaS companies, AI developers, fintech businesses and digital platforms.
5. International Tax Planning: Understanding the Financial Consequences of Expansion
Tax is one of the areas where an apparently successful international expansion can become unexpectedly complicated.
A startup may be registered in Istanbul, sell services to customers in several countries, employ remote workers and receive international payments.
Each activity may create different tax considerations.
The important thing is to understand the position before operations become too complicated to restructure easily.
Permanent establishment and overseas tax exposure
One of the first issues to examine is whether the company's activities in another country create a taxable presence.
This is commonly discussed through the concept of permanent establishment.
Depending on domestic legislation and applicable tax treaties, an overseas office, branch, fixed place of business or certain dependent-agent arrangements may create tax obligations.
For example, an Istanbul-based software company might initially sell subscriptions to overseas customers without establishing a local office. Later, it appoints local personnel and opens premises in another country.
Its tax position may then require a fresh assessment.
The result depends on the actual activities, applicable legislation and relevant double taxation agreement.
Double taxation agreements
Türkiye has entered into double taxation agreements with many countries.
These agreements are intended to address situations in which income may otherwise be taxed in more than one jurisdiction.
They can cover matters such as business profits, dividends, interest, royalties, employment income and permanent establishment.
The relevant agreement should be examined alongside domestic tax legislation.
The Turkish Revenue Administration provides official information on taxation and international tax matters.
VAT and digital services
Digital businesses should pay particular attention to VAT and similar indirect taxes.
A startup selling software subscriptions, digital products, advertising or consulting services may face different tax obligations depending on where its customers are located and whether they are businesses or consumers.
A Turkish SaaS company selling subscriptions to customers in the European Union, for example, should examine the relevant EU VAT rules for electronically supplied services.
It should not assume that the tax treatment applicable to domestic Turkish customers will automatically apply to international sales.
Transfer pricing between group companies
When a startup establishes subsidiaries in several countries, transactions between related companies should also be reviewed.
These may include management charges, software licensing fees, royalties, intercompany loans and shared administrative expenses.
In Türkiye, Article 13 of Corporate Tax Law No. 5520 addresses transfer pricing through the arm's-length principle and related rules.
A suitable tax review should consider corporate tax, VAT, withholding tax, transfer pricing, tax residence, reporting obligations and applicable treaties.
Because tax rules differ significantly between jurisdictions, advice from appropriately qualified tax professionals in each relevant country is important.
6. Employment and Immigration: Building an International Team Legally
A startup cannot expand internationally through contracts and corporate registrations alone. At some stage, it will need people on the ground.
It may transfer employees from Istanbul, hire local professionals or recruit specialists from other countries.
Employment arrangements are governed by local laws, and those laws can differ considerably from one country to another.
Hiring employees in Türkiye
Startups establishing an operation in Istanbul should ensure that their employment arrangements comply with Turkish legislation.
Relevant laws include:
Labor Law No. 4857.
Social Insurance and General Health Insurance Law No. 5510.
Occupational Health and Safety Law No. 6331.
International Labor Force Law No. 6735.
Employment advice may cover contracts, working hours, overtime, annual leave, minimum wage, social security, confidentiality, termination and employee entitlements.
A foreign parent company's standard employment agreement should not simply be copied and used in Türkiye without reviewing its compatibility with Turkish mandatory employment provisions.
Transferring foreign employees to Istanbul
International startups sometimes want to relocate founders, executives or technical specialists to Türkiye.
Foreign nationals generally require the appropriate work authorization before undertaking employment, subject to applicable exemptions.
The relevant legal framework is principally provided by International Labor Force Law No. 6735.
Depending on the circumstances, the process may involve employer eligibility, employment documentation, work permit applications, consular procedures and renewal requirements.
The Ministry of Labor and Social Security provides official information about foreign employment and work permits.
Employing people in other countries
A Turkish startup hiring an employee abroad should also consider the local employment laws of that country.
The arrangement may create obligations concerning payroll, social security, employee benefits, minimum employment standards and termination compensation.
Some companies use Employer of Record providers to facilitate international hiring. Although this can simplify certain administrative matters, it does not automatically eliminate all employment, tax or permanent establishment risks.
The proposed arrangement should be reviewed before the employee starts work.
7. Data Protection and Cybersecurity: Meeting the Requirements of Different Markets
For startups operating digitally, personal data is part of everyday business.
A company may collect information through its website, mobile application, subscription service, customer support system, payment platform or recruitment process.
As the business expands, that information may move between different countries and service providers.
This makes data protection an essential part of international legal planning.
Understanding KVKK in Türkiye
Personal Data Protection Law No. 6698 (KVKK) establishes the principal framework for personal data processing in Türkiye.
Businesses should understand whether they act as data controllers or data processors and what responsibilities follow from their activities.
Important provisions include:
Article 5: Conditions for processing personal data.
Article 6: Processing special categories of personal data.
Article 10: Information obligation.
Article 11: Rights of data subjects.
Article 12: Data security obligations.
Article 9: Transfer of personal data abroad.
A startup may need privacy notices, internal data protection procedures, processor agreements, retention policies and appropriate technical and organizational security measures.
The Personal Data Protection Authority provides access to the relevant legal framework and official information.
International data transfers
Consider a Turkish technology startup using cloud infrastructure located outside Türkiye.
Customer information may be stored or processed by overseas service providers. This does not mean that the company can transfer personal data without considering Turkish data protection requirements.
Law No. 7499 introduced significant amendments to the international transfer framework, effective from 1 June 2024.
Article 9 of KVKK now provides mechanisms involving adequacy decisions, appropriate safeguards and specified exceptional circumstances.
The appropriate mechanism depends on the circumstances of the transfer, the parties involved and the applicable statutory requirements.
GDPR when entering the European market
A Turkish startup may also fall within the scope of the European Union's General Data Protection Regulation (GDPR).
Article 3 addresses its territorial scope, including certain businesses established outside the EU that offer goods or services to individuals in the Union or monitor their behavior.
Other relevant provisions include:
Article 5: Principles relating to personal data processing.
Article 6: Lawfulness of processing.
Article 13: Information provided when data is collected.
Article 28: Processor obligations.
Articles 32–34: Security and personal data breaches.
Articles 44–49: International data transfers.
The European Commission's official data protection resources provide further information.
Artificial intelligence and emerging technology
Startups developing or using artificial intelligence should consider additional legal questions.
These may involve personal data, automated decision-making, transparency, intellectual property, cybersecurity, consumer protection and product liability.
The EU Artificial Intelligence Act, Regulation (EU) 2024/1689, introduces a risk-based framework with different obligations depending on the system and its intended use.
A Turkish startup supplying AI products to European customers should assess whether the legislation applies to its activities and whether any specific obligations arise.
It is better to examine these issues during product development than to discover compliance problems after the product has entered the market.
8. Regulatory Compliance and Competition Law: Knowing the Rules of Your Industry
Not every startup operates under the same regulatory conditions.
A software development company may have a relatively straightforward establishment process, while a fintech, healthcare or cryptocurrency business may face extensive regulatory requirements.
The legal position depends on what the business actually does, not simply the description it uses on its website.
Sector-specific regulatory requirements
Startups should obtain specialist advice if their activities involve:
Financial technology and payment services.
Electronic money.
Digital assets and cryptocurrency.
Healthcare and medical technology.
Pharmaceuticals.
Telecommunications.
Insurance.
Transportation.
Energy.
Online marketplaces.
Regulated consumer products.
For example, a fintech company offering payment services in Türkiye should examine Law No. 6493 on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions.
Businesses involved in certain digital asset activities should also consider the relevant amendments to Capital Markets Law No. 6362 and applicable secondary legislation.
A company registration certificate does not, by itself, authorize a business to undertake regulated activities.
Competition law when entering new markets
Startups sometimes assume that competition law is relevant only to large corporations.
That is not correct.
Even a relatively young business can face competition law concerns through its commercial agreements and market conduct.
In Türkiye, Law No. 4054 on the Protection of Competition is particularly important.
Some of its key provisions include:
Article 4: Agreements and concerted practices restricting competition.
Article 6: Abuse of dominant position.
Article 7: Mergers and acquisitions that create or strengthen a dominant position and significantly impede effective competition, subject to the statutory framework.
Startups should seek advice before entering exclusive distribution arrangements, joint ventures with competitors, pricing collaborations or transactions that may require merger control approval.
The Turkish Competition Authority provides official information about competition legislation and enforcement.
Consumer protection and e-commerce
Startups selling directly to consumers should also understand their obligations under local consumer protection legislation.
In Türkiye, Consumer Protection Law No. 6502 and Law No. 6563 on the Regulation of Electronic Commerce are particularly relevant.
A business operating an online platform or subscription service should review its terms and conditions, customer information, payment arrangements, cancellation procedures, refunds and advertising practices.
For example, customers should understand what they are purchasing, how much they will pay and how recurring subscriptions can be cancelled.
A professionally designed website is not a substitute for legally compliant sales practices.
9. International Dispute Resolution: Preparing for Problems Before They Arise
Even a carefully managed startup can encounter commercial disagreements.
An overseas distributor may fail to meet its targets. A customer may refuse to pay. A technology partner may use confidential information without permission. An investor may challenge a management decision.
When the parties are based in different countries, resolving the dispute can be more complicated than an ordinary domestic disagreement.
The business may need to consider where proceedings should take place, which law applies and whether the resulting judgment or award can be enforced.
International arbitration
International arbitration is frequently used in cross-border commercial agreements.
It allows the parties to agree on a neutral dispute resolution mechanism and establish certain procedural arrangements in advance.
Depending on the transaction, parties may consider institutions such as:
International Chamber of Commerce (ICC).
London Court of International Arbitration (LCIA).
Istanbul Arbitration Centre (ISTAC).
International Centre for Dispute Resolution (ICDR).
The Istanbul Arbitration Centre provides arbitration and alternative dispute resolution services for domestic and international disputes.
Arbitration and enforcement in Türkiye
International Arbitration Law No. 4686 provides the principal Turkish framework for qualifying international arbitration proceedings.
The New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards is also important.
It provides a framework for recognizing and enforcing qualifying foreign arbitral awards in contracting states, subject to the Convention's conditions and grounds for refusal.
The UNCITRAL New York Convention resource provides further information.
Recognition and enforcement of foreign court judgments
Some disputes are more appropriately resolved through court proceedings.
In Türkiye, recognition and enforcement of foreign judgments are principally addressed under Articles 50–59 of International Private and Procedural Law Act No. 5718.
The relevant requirements should be examined in each case, including finality, jurisdiction, applicable reciprocity requirements and public policy considerations.
Prevention is often better than litigation
For a growing startup, a dispute can consume time, money and management attention.
Clear contracts, documented communications, defined responsibilities and early legal intervention can help reduce unnecessary disagreements.
When a problem does arise, obtaining advice early can help preserve evidence and identify practical solutions.
10. Mergers, Acquisitions and Strategic Partnerships
As a startup grows, international expansion may eventually involve acquiring another business, selling part of the company or entering a joint venture.
These transactions can accelerate growth, but they also introduce legal and commercial risks.
A buyer may discover that the target company does not own its software, has unresolved employee claims or has entered into contracts that restrict the proposed transaction.
That is why legal due diligence is essential.
What should be examined before an acquisition?
A typical legal review may cover:
Corporate records:
Incorporation documents, shareholders, share capital and board decisions.
Commercial contracts:
Customer agreements, supplier arrangements, distribution contracts and material obligations.
Intellectual property:
Trademarks, patents, software ownership, licenses and confidential information.
Employment:
Employment contracts, employee claims, termination exposure and social security compliance.
Tax:
Outstanding liabilities, assessments and potential historical exposure.
Litigation:
Court proceedings, arbitration, regulatory investigations and potential claims.
Regulatory compliance:
Licences, permits, approvals and sector-specific obligations.
Share purchases and asset purchases
A business acquisition may be structured as a share purchase or an asset purchase.
In a share purchase, the buyer acquires shares in the target company and generally takes ownership subject to the company's existing legal and financial position.
In an asset purchase, the buyer acquires specified business assets, with the treatment of liabilities depending on the transaction structure and applicable law.
The choice can affect taxation, employee arrangements, contractual obligations, intellectual property and regulatory approvals.
Merger control in Türkiye
Certain mergers and acquisitions may require notification to the Turkish Competition Authority before completion.
The relevant framework includes Article 7 of Law No. 4054 and Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board, as amended.
Startups should assess applicable thresholds and notification requirements before agreeing to a transaction timetable.
Joint ventures and strategic partnerships
A joint venture may allow a startup to access a new market, distribution network, technology or investment.
However, the parties should agree on their respective contributions, ownership, management rights, decision-making procedures, intellectual property arrangements and exit rights.
A clear agreement at the beginning can prevent significant problems later.
11. Commercial Property, Office Leases and Operational Matters
International expansion sometimes requires a physical presence.
A startup entering Istanbul may need an office, technology development facility, warehouse or manufacturing premises.
Before committing to a property, the business should understand the legal and operational implications of the proposed arrangement.
Commercial lease agreements should be reviewed for permitted use, duration, rental payments, increases, deposits, maintenance, termination and subletting.
Turkish commercial leases are governed by relevant provisions of the Turkish Code of Obligations No. 6098.
Businesses should also consider whether their proposed activities require workplace opening and operating licences or additional sector-specific approvals.
Certain startups may wish to explore technology development zones and available investment incentives. Eligibility depends on the applicable legislation, location and nature of the activities.
The Turkish Investment Office provides information about the Turkish investment environment and relevant business opportunities.
12. Ongoing Legal Compliance: Keeping the Business Ready for Growth
International legal compliance should not be treated as a one-time exercise.
A startup may begin with a single overseas customer and gradually develop a much larger international operation.
It might later employ people abroad, establish subsidiaries, process customer information in different jurisdictions and enter new regulatory environments.
Its legal responsibilities will change as the business develops.
A practical cross-border legal review
Founders should periodically review the following areas:
Area | Questions to consider |
Corporate structure | Is the current company structure suitable for the next stage of growth? |
Foreign investment | Are ownership and investment arrangements properly documented? |
Commercial contracts | Do existing agreements reflect current business relationships? |
Intellectual property | Does the company own or have sufficient rights to use its essential assets? |
Tax | Are international tax registrations and reporting obligations being met? |
Employment | Are local hiring and immigration requirements satisfied? |
Data protection | Are customer and employee data handled lawfully? |
Regulation | Are all required licenses and approvals in place? |
Competition | Do commercial arrangements comply with competition rules? |
Disputes | Are contractual remedies and enforcement mechanisms appropriate? |
Establishing simple internal compliance procedures
A startup does not need an extensive legal department to maintain organized records.
Even relatively simple procedures can make a difference.
For example, the company can maintain a central contract repository, record intellectual property ownership, track regulatory deadlines, document board decisions and review significant agreements before signing.
These measures become particularly useful when the business approaches investors or considers an acquisition.
13. Why Istanbul Matters for Internationally Expanding Startups
Istanbul is more than a location for registering a company. It is an important commercial center where international businesses, investors, technology companies and professional service providers interact.
For foreign founders entering Türkiye, the city offers access to a broad business environment.
For Turkish startups expanding abroad, it provides a base from which they can manage domestic operations and develop international commercial relationships.
Connecting with international business networks
Startups operating in Istanbul can develop relationships with investors, manufacturers, financial institutions, technology businesses, distributors and multinational companies.
These connections can help businesses identify investment opportunities, find commercial partners and understand potential markets.
Establishing a Turkish presence
Foreign entrepreneurs considering Istanbul should examine the available corporate structures, foreign investment framework, registration procedures and sector-specific requirements.
The Foreign Direct Investment Law No. 4875 provides an important foundation for foreign investment in Türkiye.
However, the legal requirements should always be assessed according to the proposed business activities.
Coordinating legal matters across borders
A startup based in Istanbul may have foreign shareholders, overseas subsidiaries, international customers and employees working in several countries.
Its legal arrangements should therefore be considered as a connected structure.
A Turkish law firm can advise on Turkish corporate, commercial and regulatory matters and coordinate with qualified lawyers in other jurisdictions where foreign law advice is required.
This is particularly important when a transaction involves several legal systems or when a company intends to expand into multiple countries.
14. Choosing the Right Legal Advisory Firm for International Expansion
The choice of legal adviser can influence how smoothly a startup enters a new market.
Founders should look beyond the ability to prepare incorporation documents or review a standard contract.
They need advisers who understand the commercial purpose behind the transaction and can explain the legal implications in practical terms.
Experience in corporate and commercial law
A startup should look for experience in company formation, foreign investment, shareholder arrangements, corporate governance, commercial contracts and cross-border transactions.
These areas often overlap during international expansion.
Understanding of technology and intellectual property
For technology-based businesses, it is particularly important to understand software ownership, licensing, confidentiality, trademarks and personal data protection.
These matters can affect both fundraising and future acquisitions.
Ability to coordinate international matters
A Turkish startup expanding into Europe, Asia or the Middle East may need advice from several jurisdictions.
Its Turkish legal advisers should be able to identify which matters fall under Turkish law and when local legal professionals in another country should become involved.
Clear and commercially useful communication
Legal advice should help founders understand their options.
A useful legal opinion should explain the relevant issue, the applicable rules, the available solutions and the practical consequences of each approach.
For startups with limited resources, this clarity can be particularly valuable.
15. When Should a Startup Seek International Legal Advice?
The right time to obtain legal advice is usually before the business makes an important commitment.
Waiting until a dispute, regulatory investigation or investment problem arises can make matters more expensive and difficult to resolve.
The priorities change as the business grows.
Startup stage | Important legal considerations |
Formation | Company structure, founder agreements and intellectual property ownership |
Early growth | Customer contracts, employment and data protection |
First international market | Foreign investment, overseas tax exposure and commercial agreements |
Fundraising | Investment documents, shareholder rights and due diligence |
International operations | Employment, immigration, regulatory compliance and data transfers |
Expansion through acquisitions | M&A, competition clearance and transaction documentation |
A founder preparing to enter a foreign market should begin with a legal assessment of the proposed activities, ownership structure and destination country.
This provides a clearer picture of what needs to be done before the business starts spending significant money.
16. An International Expansion Checklist for Startup Founders
Before entering another market, founders can use the following checklist to review their legal readiness.
Identify the countries in which the startup intends to operate.
Decide whether a subsidiary, branch, distributor or another structure is appropriate.
Review founder agreements and shareholder rights.
Check foreign investment and company registration requirements.
Prepare international commercial contracts.
Protect trademarks, software and other intellectual property.
Review investment and fundraising documentation.
Assess corporate tax, VAT and permanent establishment exposure.
Review local employment and immigration requirements.
Assess KVKK, GDPR and international data transfer obligations.
Identify sector-specific licenses and regulatory approvals.
Review competition and consumer protection requirements.
Select appropriate governing law and dispute resolution arrangements.
Establish internal procedures for maintaining corporate and compliance records.
The checklist is a starting point rather than a complete legal assessment. The actual requirements will depend on the company's activities, ownership, industry and destination markets.
17. Frequently Asked Questions About Legal Advisory Services for International Startups
1. What legal advisory services are most important for startups expanding internationally?
The most important services generally include corporate structuring, company formation, foreign investment, commercial contracts, intellectual property protection, international tax planning, employment, immigration, data protection, regulatory compliance and dispute resolution.
The priorities depend on the startup's business model and the countries in which it intends to operate.
2. Why should a startup obtain legal advice before entering another country?
Every country has its own rules governing business operations, taxation, employment, contracts and intellectual property.
Legal advice helps founders understand these requirements before committing to an overseas office, commercial partnership or investment.
It can also help prevent expensive restructuring and contractual disputes.
3. Can a foreign startup establish a company in Istanbul, Türkiye?
Yes. Foreign individuals and companies can generally establish and own companies in Türkiye under the applicable legal framework.
Common options include joint stock companies, limited liability companies and branches of foreign companies.
Liaison offices may also be established for qualifying non-commercial activities.
4. Does a foreign investor need a Turkish partner to establish a company?
Generally, no. Foreign investors can establish qualifying Turkish companies without necessarily having a Turkish shareholder.
However, certain regulated sectors may have specific ownership or licensing requirements.
5. Which Turkish company structure is suitable for an international startup?
A joint stock company may be appropriate for businesses expecting institutional investment or more complex shareholder arrangements.
A limited liability company may suit a smaller business with a straightforward ownership structure.
A branch may be suitable where a foreign parent wants to operate directly in Türkiye.
The choice should reflect the company's commercial objectives and long-term plans.
6. How can a startup protect its intellectual property internationally?
A startup should identify its important intellectual property assets and develop a protection strategy for each.
This may involve trademark registration, patent applications, copyright protection, industrial designs, confidentiality agreements and technology licensing arrangements.
Protection should be considered in the countries where the business intends to operate.
7. Does KVKK apply to startups based in Istanbul?
Personal Data Protection Law No. 6698 applies to personal data processing activities falling within its scope.
Startups should assess their lawful processing grounds, privacy notices, security measures, data retention arrangements and international data transfers.
Any applicable VERBİS registration obligations should also be reviewed.
8. Can a Turkish startup store customer data on overseas servers?
Potentially, yes. However, international personal data transfers must comply with Article 9 of KVKK.
Depending on the circumstances, this may require an adequacy decision, appropriate safeguards or a qualifying exceptional transfer mechanism.
Using an overseas cloud provider does not automatically mean that the transfer is compliant.
9. Does GDPR apply to Turkish startups selling products in Europe?
It may. GDPR can apply to businesses established outside the European Union if their activities fall within Article 3, including certain activities involving offering goods or services to individuals in the EU or monitoring their behavior.
The startup should assess its activities before launching in the European market.
10. Can foreign employees work for a startup in Istanbul?
Foreign nationals can work in Türkiye subject to the applicable work permit framework and any relevant exemptions.
International Labor Force Law No. 6735 is an important part of the legal framework.
Employers should review the applicable requirements before the employee begins working.
11. What contracts should a startup prepare before international expansion?
Depending on the business model, important agreements may include distribution contracts, agency agreements, international sales agreements, shareholders' agreements, joint venture agreements, software licenses, SaaS agreements, employment contracts and non-disclosure agreements.
Contracts should clearly address the parties' responsibilities, payment, intellectual property, liability, termination and dispute resolution.
12. How can an international commercial dispute involving a Turkish company be resolved?
Depending on the agreement and applicable law, a dispute may be resolved through Turkish courts, foreign courts or international arbitration.
International Arbitration Law No. 4686 and the New York Convention may be relevant to qualifying arbitration proceedings and enforcement.
ISTAC is one of the institutions offering arbitration services in Türkiye.
13. Is it necessary to hire a large international law firm when expanding abroad?
Not necessarily. The appropriate legal support depends on the size and complexity of the business.
A startup may work with a Turkish law firm for its domestic legal matters and coordinate with qualified local lawyers in other countries when necessary.
14. When should a startup appoint legal advisers for international expansion?
Ideally, before entering the first foreign market, accepting significant investment, signing material international agreements or employing people abroad.
Early advice gives founders an opportunity to identify legal requirements while they still have flexibility in their business decisions.
15. Can Kurucuk & Associates assist international startups entering Türkiye?
Kurucuk & Associates is an Istanbul-based law firm advising domestic and international clients on Turkish legal matters.
The firm's corporate and commercial practice covers matters relevant to international businesses, including company formation, foreign investment, corporate structuring, commercial agreements, shareholder arrangements, technology-related matters and dispute resolution.
Where a transaction involves foreign legal systems, coordination with appropriately qualified lawyers in the relevant jurisdictions may also be necessary.
18. How Kurucuk & Associates Supports Startups and International Businesses in Türkiye
Starting or expanding a business in another country involves decisions that can affect the company for years. The right corporate structure, properly prepared agreements and a clear understanding of regulatory obligations can make a meaningful difference to how smoothly a business develops.
At Kurucuk & Associates, we advise domestic and international clients on Turkish legal matters, including corporate, commercial, investment and related business issues.
Based in Istanbul, our firm understands that foreign entrepreneurs and growing businesses may need practical assistance when establishing operations, negotiating commercial relationships or dealing with unfamiliar legal requirements in Türkiye.
Our legal services relevant to international startups and businesses include:
Corporate and commercial law
Company formation and corporate structuring.
Foreign investment and shareholder arrangements.
Corporate governance and board matters.
Commercial agreements and negotiations.
Joint ventures and strategic partnerships.
Corporate restructuring and transaction support.
Technology and intellectual property
Software and technology agreements.
Intellectual property-related matters.
Trademark protection and licensing.
Confidentiality and trade secret arrangements.
Technology transactions.
Personal data protection-related legal matters.
International business and dispute resolution
Cross-border commercial agreements.
Investment-related legal matters.
Contractual disputes.
Commercial litigation.
Arbitration-related legal assistance.
Recognition and enforcement matters.
Our approach begins with understanding the client's business objectives and the legal issues surrounding the proposed activity. We then consider the applicable Turkish legislation and the available legal options.
For international businesses, we also recognize the importance of coordinating Turkish legal matters with advice from appropriately qualified professionals in other jurisdictions.
Whether a foreign entrepreneur is considering establishing a company in Istanbul or a Turkish startup is preparing to enter another market, obtaining suitable legal advice can help create a more organized foundation for growth.
To learn more about our services, visit Kurucuk & Associates or contact our team through the firm's contact page.
International Expansion Begins with the Right Legal Preparation
Expanding into another country is an important achievement for a startup, but it also changes the way the business needs to operate.
New customers bring new contractual relationships. Foreign investment introduces shareholder and governance considerations. International employees create employment and immigration responsibilities. Digital services raise questions about data protection, intellectual property and regulatory compliance.
These matters are connected. A decision about corporate structure may affect taxation and investment. A technology agreement may determine whether the company actually owns the software it is selling. An international distribution contract may influence competition law and future market access.
For startups entering Türkiye, Istanbul offers an important commercial environment in which to establish operations and develop international relationships. For Turkish startups expanding abroad, it can serve as a base for coordinating business activities across borders.
The most useful legal advice is not necessarily the most complicated. It is advice that helps founders understand what is required, recognize potential problems and make informed decisions without losing sight of their commercial objectives.
With appropriate legal preparation, startups can approach international expansion with greater clarity, protect the assets they have worked hard to build and create a business structure capable of supporting future growth.
A successful international business needs more than a good product and a promising market. It also needs a legal foundation that can grow with it.
Legal disclaimer: This article is intended for general informational purposes and does not constitute legal advice. The application of Turkish or foreign legislation depends on the specific facts, business activities and jurisdictions involved. Laws, regulations and administrative practices may change, and the relevant legal position should be verified before taking action.
