Türkiye’s Technology/ICT ecosystem is well-suited to asset-light market entry. Foreign sponsors can deliver software, IT services, and digital operations from Türkiye to global clients while leveraging service-export rules, fiscal incentives for R&D/innovation, and a deep engineering talent pool. The playbook below covers corporate structuring, incentives, contracting, IP, data/privacy, employment, tax, and sectoral licensing so you can design a compliant, bankable operating model from day one.
1) Market entry and corporate structuring
Foreign investors commonly incorporate a limited liability company (Ltd. Şti.) or joint-stock company (A.Ş.) to employ staff, sign client/MSA and vendor contracts, and invoice exports. An asset-light footprint typically avoids heavy capex (no large plant or warehouse) and concentrates on headcount, cloud subscriptions, and IP development. Reserve board and shareholder “reserved matters” for budgets, related-party contracts, IP assignments, and profit distributions. If you prefer to test the market, you can start with a contracting hub that outsources to independent software houses, then migrate to a captive team once pipeline stabilizes. Where group synergies matter, intercompany service and cost-sharing agreements should align with transfer pricing policies and arm’s-length principles.
2) Incentive architecture for R&D, design, and technoparks
Türkiye offers layered incentives for R&D, design centers, and technology development zones (TDZ/“technoparks”). Subject to eligibility and periodic extensions under the relevant statutes, these may include:
- Corporate-level benefits for income from qualified R&D/innovation software developed in TDZs.
- Payroll relief for R&D/design personnel within approved centers or zones.
- Reliefs on social security contributions and certain stamp duty/transactional taxes for qualifying activities.
- Customs/VAT relief on imported R&D equipment within the relevant regime.
Operationally, you must segregate eligible activities, locations, and timesheets; only qualifying work performed within the designated scope benefits. Many firms operate a dual model: a TDZ entity for core R&D and a non-zone entity for commercial, marketing, and non-qualifying services to keep compliance clean.
3) Service exports and VAT treatment
Software development, support, and consulting rendered to non-resident clients and benefitting abroad can be VAT-exempt if documentation and substance tests are satisfied (e.g., service agreements, proof of payment from abroad, and evidence that results are used outside Türkiye). Maintain meticulous export files; mismatches in statements, delivery reports, or scope creep to domestic beneficiaries can jeopardize the exemption. Where mixed supplies exist (domestic and export), implement apportionment and clear invoicing lines.
4) IP ownership and commercialization
To sustain an asset-light valuation, ensure clean IP title:
- Use invention, copyright, and database assignment agreements with employees and contractors at the time of engagement; include present-tense assignment language and perpetual, worldwide scope.
- Capture moral rights waivers/consents to the extent permitted, and ensure derivative works and improvements are covered.
- Register trademarks and secure defensive domain names; maintain a trade secret policy (access controls, NDAs, code repository governance).
If collaborating with universities or public grants, examine background/foreground IP clauses and any march-in or royalty obligations.
5) Data protection, cross-border transfers, and cybersecurity
Processing customer and employee data triggers local data-protection law obligations. Key requirements include: (i) lawful basis (consent or statutory grounds), (ii) transparent privacy notices, (iii) data processing agreements with vendors, and (iv) records of processing and retention schedules. Cross-border transfers to group clouds or overseas clients typically require an adequacy mechanism (e.g., undertakings/commitments or explicit consent) and careful notice language. For SaaS/FinTech/health-tech, harden information security controls, incident response, and audit-rights; cyber-insurance is increasingly requested by enterprise clients.
6) Employment and contractor models
Türkiye recognizes standard employment relationships and genuine independent contractors; misclassification risks exist if contractors are tightly supervised like employees. Use IP and confidentiality clauses in both regimes. For employees, align offers with working-time, overtime, leave, and termination rules; probation and notice pay must be contractually clear. Non-compete clauses are enforceable within reasonable scope/duration and require legitimate interest. Equity/option plans are feasible, but tax/withholding and exchange controls should be mapped—some groups implement phantom equity or cash-settled bonuses to simplify compliance.
7) Commercial contracting and SLAs
Export-facing models rely on MSAs with SLAs that define uptime, response, and remediation. Draft acceptance criteria, change-order mechanics, and IP indemnities with clear limits. For agile projects, embed time-and-materials versus fixed fee toggles and client responsibilities (environment, data access, third-party licences). If you handle regulated data (payments, health, telecom), align with sector rules and include flow-down obligations in your subcontractor agreements. Standardize DPAs, security exhibits, source-code escrow (where requested), and open-source governance.
8) Sectoral licenses and “gray zones”
Most pure software exports are unlicensed activities. However:
- Payments/e-money functions require licensing with the competent authority.
- Electronic communications operators and certain cloud/hosting activities can trigger registration or specific compliance.
- Marketplace, ad-tech, and platform businesses face distinct consumer, competition, and—where applicable—digital-tax considerations.
Check early whether your product crosses into regulated features (wallets, KYC, telecom, health data processing) and structure ring-fenced entities if necessary.
9) Tax, transfer pricing, and permanent establishment (PE)
An on-shore operating company will be subject to corporate income tax on Turkish-source and (subject to rules) worldwide income. Intercompany pricing must be arm’s-length with contemporaneous TP documentation (master/local files, benchmarking). If you initially sell from an offshore principal while using Turkish engineers, review PE risk; sustained habitually concluding contracts or a dependent agent can trigger local tax presence. For cross-border IP, consider royalty and cost-plus models with defensible value-creation narratives.
10) Compliance, incentives governance, and grants
Create an incentives compliance manual: eligibility scope, location/time tracking, payroll tagging, and audit packs. Many disputes stem from blurry boundaries between R&D and ops—segregate teams, functions, and cost centers. Explore export promotion grants for services (e.g., marketing, certifications) where available; these require strict documentation and ex-ante approvals.
11) Dispute resolution and governing law
For cross-border MSAs, parties often adopt arbitration (with emergency measures) and carve out injunctive relief in Turkish courts to protect IP and confidential information. For HR and immovable property matters, Turkish law and courts remain mandatory. Ensure English-language versions are consistent with Turkish translations used in filings.
Actionable takeaways
- Anchor an asset-light stack: TDZ/center incentives for R&D; a separate commercial entity for sales and non-qualifying work.
- Lock IP title on day one; no code without signed assignments.
- Treat VAT-exempt service exports as a documentation exercise—design your billing and delivery proofs accordingly.
- Right-size DPAs and transfer mechanisms for cloud and cross-border flows; rehearse incident response.
- Anticipate PE/TP exposures in group models; document value creation and pricing from inception.
With disciplined structuring and incentive governance, Technology/ICT investors can scale from Türkiye with minimal assets on the ground—exporting high-value services globally while maintaining a robust legal and tax posture.
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