A new business typically arises from a practical opportunity such as a supplier relationship, a potential customer, or a market which seems to be underserved. In order to turn that opportunity into an actual company, one has to make decisions regarding ownership, authority, contracts, and the day-to-day responsibilities.
When international founders are setting up in Turkey, it is most advisable to carry out legal planning in such a way that it matches the way the business actually operates. Before deciding on a business structure or agreeing to any contract, one should explain what is intended to be sold, who will be responsible for making the decisions, and where the work will take place.
Start With the Business Model
An effective legal brief should describe the nature of the company’s activities. For example, will the business be importing goods, offering consulting services, employing a local team, or selling products online? Will customers have to pay in advance, be given credit, or instead enter into long-term agreements?
Founders researching a turkey law office can make the first discussion more productive by preparing a one-page operating plan. Include the proposed owners, expected activities, intended location, and any commitments already made.
Connect the Structure to Practical Needs
The official business guide for Invest in Türkiye sets out various types of company and the steps involved in setting one up. When deciding between the different options, it is necessary to consider not only the cost of establishment but also how the proposed structure matches the requirements for management, investment, liability, and possible future changes in ownership.
If you want to know what assumptions might affect the recommendation, then a business having a single active founder is likely to have different priorities from one that has several investors and intends to raise more capital.
Identify the Documents Before Setting a Launch Date
International founders should make clear which of the documents needed for their proposed arrangement are those relating to identity, authorisation, and translation. The official guide from Türkiye outlines the process of registration via MERSIS and the requirements concerning foreign documents.
Construct the timetable taking into account the documents and approvals that are relevant to your case. While it is helpful to have a target opening date, this date should allow for room to be taken up by dependencies that are beyond your immediate control.
Agree on How the Founders Will Work Together
Similar enthusiasm can mask differing expectations; for example, one founder may expect to handle the day-to-day operations, whereas another believes that every important decision must have unanimous agreement. It’s necessary to talk over these expectations before any money is invested.
Clarify Contributions and Decision-Making
Set down the extent of what each founder plans to contribute, such as money, equipment, intellectual property, or work. You should also find out how these contributions are to be documented and how decision-making authority is to be shown in the company’s arrangements.
Consider who is authorised to approve expenditures, to sign agreements, to employ staff, and to communicate with banks. When responsibilities are clearly defined, the likelihood of routine operations turning into a series of disagreements about authority is reduced.
Plan for Change and Disagreement
What ought to occur if a founder exits, ceases to contribute, decides to sell part of their interest, or objects to a major decision is that such discussions are generally simpler when a disagreement has not yet arisen.
The aim is to convert business expectations into terms that are suitable for the structure selected. When preparing the official documents, it is possible to discuss these matters at the same time.
Review the Agreements That Will Drive Revenue
The first agreement you enter into with a supplier or a customer may have a greater impact on the business than its advertising materials. You should compare the agreement with the actual operating plan. Can the company actually deliver what it has promised, within the time frame stated and at the price agreed?
Make Deliverables and Payment Terms Clear
Be sure to give a clear description of the goods or services involved, state the delivery dates, specify the criteria for acceptance, and outline the procedure for requesting changes. In the case of a business providing services, uncertainty regarding what is included can cause a profitable engagement to become unpaid extra work.
With regard to cross-border arrangements, ask questions about the currency, the taxes, the shipping responsibilities where this is applicable, and the language that will be used in the agreement. Also find out how the proposed dispute settlement clauses would function in practice.
Consider the End of the Relationship
Look at the review, the termination, any unpaid amounts, and the return of information or materials. A contract will assist the parties in handling a difficult end as well as a successful start.
Prepare for the Work After Registration
Establish a responsibility calendar for the operational requirements that have been identified by your legal and accounting advisors. The areas to be assessed will depend on the particular activity and can include employment, accounting, tax, licences, customer terms, personal data handling, and compliance measures designed to prevent illegal transactions in real estate.
Give each task an owner, and keep signed agreements and company records in an organised place with the correct level of access. Before launching new activities, carry out a review, particularly if the business is expanding into a new product, market, or sales channel.
Turn the Plan Into a Sequence of Decisions
Go back to your business model and make a list of all the issues that need to be resolved before the first contract is signed, dividing those that have to be decided right away from those that can be dealt with as the company grows.
First, get a well-defined scope for the initial phase of the legal work with Hukuk&Co. Having a clear operating brief, agreeing the founders’ responsibilities, and reviewing the commercial terms will give the business a more organised beginning.
