Vesting has become one of the most important concepts in modern startup law. It is commonly encountered in founders’ agreements, shareholders’ agreements, venture capital investment agreements and employee stock option plans. International investors frequently expect startup founders to be subject to vesting before completing an investment round.
However, entrepreneurs establishing a startup in Turkey often misunderstand what vesting actually means.
A founder may believe that receiving 30% of a company on the date of incorporation means that the founder will permanently own that percentage regardless of what happens later. An investor, on the other hand, may expect that part of the founder’s equity will effectively depend on the founder continuing to work for the startup for several years.
The conflict between these two expectations can become extremely important.
What happens if a founder receives 40% of the startup and leaves after three months? Should that founder continue to own 40% five years later when the company is worth EUR 20 million? Can the company automatically cancel the founder’s shares? Can the startup buy the shares back? What happens if the founder refuses to transfer them? Can a four-year vesting system commonly used in Silicon Valley simply be copied into a Turkish shareholders’ agreement?
These questions demonstrate why startup vesting under Turkish law requires careful legal structuring.
The most important point is that vesting should not be understood merely as a sentence stating that “the founder’s shares will vest over four years.”
A legally effective vesting system must determine what happens to the shares, who has the right to acquire them, at what price they may be transferred and how the mechanism interacts with mandatory Turkish corporate law.
What Is Vesting in a Startup?
Vesting is a mechanism through which a founder, employee or other participant gradually obtains the full economic benefit of equity over a specified period or after satisfying specified conditions.
Its principal purpose is to align equity ownership with continued contribution to the startup.
Consider a simple example.
Two founders establish a technology startup.
Founder A is responsible for software development.
Founder B is responsible for sales and fundraising.
Each founder is initially allocated 50% of the startup.
After four months, Founder B decides to leave and accepts a position at another company.
Founder A continues operating the startup for the next five years.
If there is no vesting mechanism, Founder B may continue holding 50% of the company even though almost all subsequent value was created by Founder A.
This is precisely the problem vesting is intended to prevent.
A vesting arrangement can provide that the founder’s equity entitlement develops progressively according to continued participation in the company.
Why Is Vesting Important for Startup Founders?
Startup equity is fundamentally different from an ordinary investment.
A founder frequently receives shares not because the founder contributes significant cash but because the founder promises to contribute future:
- time,
- expertise,
- software development,
- management,
- industry knowledge,
- intellectual property,
- customer relationships,
- fundraising ability,
- and entrepreneurial effort.
Therefore, the percentage allocated to a founder is often based partly on future performance.
Suppose three founders receive:
- Founder A: 40%
- Founder B: 35%
- Founder C: 25%
If Founder C received 25% because the parties expected four years of full-time participation, allowing Founder C to leave after two months while permanently keeping 25% may contradict the commercial logic behind the original allocation.
Vesting attempts to create a connection between equity and continued contribution.
This becomes particularly important when institutional investors enter the startup.
Venture capital investors generally want the founding team to remain financially motivated after investment. If the founders already own all their shares without any future conditions, an investor may worry that a founder could leave immediately after the financing round.
Founder vesting is therefore frequently negotiated as part of venture capital transactions.
What Is a Typical Startup Vesting Schedule?
One of the most commonly used international structures is:
Four-year vesting with a one-year cliff.
This means that the relevant equity economically vests over four years.
The first major vesting event occurs after the founder completes one year.
After that point, vesting may continue monthly or quarterly.
For example, suppose Founder A has 24% of the company subject to four-year vesting.
Under a simplified arrangement:
- Months 1–11: no portion is vested.
- Month 12: 25% of the vesting allocation becomes vested.
- Months 13–48: the remaining amount gradually vests.
- Month 48: the entire allocation is vested.
The exact percentages depend on the contractual structure.
This system is not legally mandatory. The parties can negotiate different periods.
For example:
- two-year vesting,
- three-year vesting,
- four-year vesting,
- five-year vesting,
- milestone-based vesting,
- revenue-based vesting,
- investment-based vesting,
- or combinations of time and performance conditions.
The appropriate structure depends on the startup.
What Is a Vesting Cliff?
A cliff is an initial period during which no vesting occurs.
A one-year cliff is particularly common.
The purpose is to protect the startup against founders or employees who leave almost immediately.
For example, imagine an engineer joining a startup with a promised 4% equity participation subject to four-year vesting and a one-year cliff.
If the engineer resigns after five months, the agreement may provide that no equity is vested.
If the engineer remains for twelve months, the first portion vests.
This system prevents the startup’s ownership structure from becoming fragmented among individuals who participated only briefly.
What Is Founder Vesting?
Founder vesting applies specifically to the founders of the startup.
Its primary objective is to prevent dead equity.
Dead equity refers to a situation where a person who no longer contributes to the startup continues to own a significant percentage of the company.
For example:
Three founders initially own one-third each.
Founder C leaves during the first year.
Five years later:
Founder A still works full-time.
Founder B still works full-time.
Founder C owns 33.33% but performs no work.
This creates several problems.
The active founders may become demotivated.
Future employees may need equity.
Investors may demand an option pool.
New investment rounds will dilute everyone.
Most importantly, investors may ask why such a large portion of the company belongs to an inactive founder.
A properly implemented founder vesting structure can substantially reduce this risk.
What Is Reverse Vesting?
Founder vesting is often implemented commercially through a mechanism known as reverse vesting.
Under a classic employee option structure, a person gradually receives the right to acquire shares.
Reverse vesting works differently.
The founder may legally acquire shares at the beginning, but some of those shares remain subject to contractual repurchase, transfer or call-option rights.
As time passes, fewer shares remain subject to that mechanism.
For example:
Founder A legally holds 30%.
The 30% is contractually subject to a four-year reverse vesting arrangement.
After one year, 7.5% may be treated as vested.
The remaining 22.5% continues to be subject to the agreed transfer or call-option mechanism.
After four years, the full 30% is vested.
Reverse vesting can be particularly relevant to Turkish startups because Turkish corporate law does not operate on the assumption that legally issued founder shares simply disappear when a founder stops working.
The legal mechanism behind the vesting arrangement must therefore be designed carefully.
Is Vesting Legally Possible in Turkey?
Yes, vesting can be structured in Turkish startup transactions.
However, there is no separate statutory startup vesting system under the Turkish Commercial Code comparable to the contractual structures commonly encountered in some foreign venture capital markets.
Instead, vesting arrangements are generally created through contracts and corporate mechanisms.
Article 26 of the Turkish Code of Obligations recognises the principle that parties may freely determine the contents of their contracts within the limits established by law. Article 27 provides that contractual provisions contrary to mandatory law, morality, public order or personality rights, or concerning an impossible subject, are invalid.
Therefore, startup founders have considerable contractual freedom to design vesting arrangements.
However, contractual freedom does not permit the parties to disregard mandatory provisions of the Turkish Commercial Code.
A provision stating:
“If Founder A leaves the company, 20% of the shares automatically disappear”
may not by itself establish a legally workable share transfer mechanism.
The parties must determine what corporate transaction will actually occur.
Vesting Is Not the Same as Automatic Cancellation of Shares
This is one of the most important legal distinctions.
Startup documents sometimes contain simplistic provisions stating:
“Unvested shares shall automatically return to the company.”
This wording can be problematic.
Why?
Because Turkish companies cannot necessarily acquire unlimited amounts of their own shares.
Furthermore, transferring shares may require specific statutory formalities depending on whether the company is an A.Ş. or an Ltd. Şti.
A robust vesting structure should therefore identify:
- who owns the shares at each stage;
- which shares are vested;
- which shares remain subject to restrictions;
- what event triggers the transfer;
- who has the right to acquire the shares;
- what price will be paid;
- what corporate approvals are required;
- and what happens if the departing founder refuses to cooperate.
Without these provisions, the commercial intention may be clear but the legal implementation may fail.
How Can Vesting Be Structured in a Turkish Joint Stock Company?
A Turkish joint stock company, or anonim şirket (A.Ş.), is frequently preferred by investment-oriented startups.
One reason is the relative flexibility of its share structure.
Under Article 490 of the Turkish Commercial Code, registered shares may in principle be transferred without restriction unless otherwise provided by law or the articles of association. The articles may impose certain restrictions within the framework permitted by Articles 492 and following.
A founder vesting arrangement in an A.Ş. may therefore be implemented through contractual mechanisms such as:
- call options,
- share transfer undertakings,
- repurchase rights,
- conditional sale arrangements,
- founder exit provisions,
- good leaver and bad leaver rules,
- or combinations of these mechanisms.
The shareholders’ agreement should clearly coordinate these contractual provisions with the articles of association where corporate effectiveness requires it.
What Is a Call Option in a Vesting Arrangement?
A call option may give another founder, investor or another designated person the right to acquire defined shares after a triggering event.
For example:
Founder A owns 25%.
The shares are subject to four-year vesting.
Founder A leaves after eighteen months.
The agreement may provide that the vested portion remains with Founder A while a call option becomes exercisable over the unvested portion.
The call option should define:
- the triggering event,
- the number of affected shares,
- the option holder,
- the exercise period,
- the exercise notice,
- the purchase price,
- payment conditions,
- closing procedures,
- representations,
- and consequences of refusal to transfer.
This is considerably stronger than simply stating that “the shares will vest.”
Can the A.Ş. Itself Buy Back the Unvested Shares?
Potentially, but this should never be assumed automatically.
Article 379 of the Turkish Commercial Code regulates acquisitions by a joint stock company of its own shares.
As a general rule, a company cannot acquire its own shares for consideration where the acquisition exceeds or would cause it to exceed one-tenth of its share capital. The provision also establishes requirements concerning general assembly authorisation, fully paid shares and protection of the company’s net assets.
Therefore, imagine a founder owns 35% of an A.Ş.
A shareholders’ agreement cannot safely assume that the company itself can simply purchase all 35% whenever that founder leaves.
Alternative structures may be necessary.
For example, the purchase right may be granted to:
- the other founders,
- existing shareholders,
- an investor,
- or another designated purchaser.
The exact mechanism should be designed when the vesting documents are prepared, not after the founder has already departed.
Vesting in a Turkish Limited Liability Company
Vesting can also be used in a limited şirket (Ltd. Şti.), but the share transfer structure requires additional attention.
Under Article 595 of the Turkish Commercial Code, transfers of limited liability company capital shares and transactions creating a transfer obligation must be made in writing and the signatures must be notarised. Unless the articles provide otherwise, general assembly approval is required and the transfer becomes effective with that approval. The same statutory provision expressly refers to matters such as rights of first offer, pre-emption, repurchase and purchase rights in connection with capital shares.
This formal structure means that a vesting mechanism prepared for a foreign corporation should not simply be copied into a Turkish Ltd. Şti.
The contractual documents must anticipate the required Turkish share transfer formalities.
Can a Limited Company Buy Back Unvested Founder Shares?
Again, there are statutory limitations.
Under Article 612 of the Turkish Commercial Code, an Ltd. Şti. may acquire its own capital shares if it has sufficient freely disposable equity and the nominal value of the acquired interests does not exceed 10% of the share capital.
In certain withdrawal or exclusion situations contemplated by the articles or resulting from a court decision, the statutory threshold may increase to 20%. Shares acquired above the ordinary 10% threshold are subject to additional disposal or capital reduction requirements.
This rule is extremely important when designing vesting.
Suppose a founder owns 40% of a limited company and 30% remains unvested.
The statement:
“The company will repurchase the entire unvested 30%”
cannot be assessed solely as a contractual question.
The statutory limits on acquisition of the company’s own capital interests must also be considered.
For this reason, the option holder may sometimes need to be another shareholder or another legally appropriate purchaser rather than the startup itself.
What Are Good Leaver and Bad Leaver Rules?
A sophisticated vesting arrangement should generally address what happens when a founder leaves.
Not every founder departure should be treated in the same way.
This is where good leaver and bad leaver provisions become important.
Good Leaver
A good leaver is generally a founder whose departure occurs under circumstances that the parties have agreed should not be treated as misconduct.
Depending on the agreement, examples may include:
- mutually agreed departure,
- removal without serious misconduct,
- circumstances preventing continued participation,
- or another contractually specified legitimate event.
A good leaver may normally retain vested shares.
The contract may also provide a more favourable price if some of the founder’s shares are acquired.
Bad Leaver
A bad leaver generally refers to a founder whose departure involves serious misconduct.
Examples may include:
- fraud,
- intentional misuse of company assets,
- serious confidentiality breaches,
- intellectual property theft,
- serious breach of the shareholders’ agreement,
- prohibited competition,
- deliberate harm to the startup,
- or unjustified abandonment of agreed founder responsibilities.
A bad leaver provision may allow a larger proportion of the founder’s shares to become subject to acquisition or may establish a less favourable purchase price.
However, bad leaver provisions should be drafted proportionately.
An extremely punitive mechanism may create enforceability disputes under Turkish contract law.
How Should Unvested Shares Be Valued?
Vesting arrangements should clearly specify the acquisition price.
Possible methods include:
- nominal value,
- original subscription price,
- original acquisition cost,
- fair market value,
- latest investment round price,
- independently determined market value,
- or another contractually defined formula.
Different prices may apply depending on the circumstances.
For example:
Good leaver
- vested shares: retained by founder;
- unvested shares: transferred at original acquisition price.
Bad leaver
- unvested shares: transferred at original acquisition price;
- certain vested shares: potentially subject to a contractually defined acquisition mechanism.
The specific model must be negotiated.
The important point is to avoid leaving the valuation question unanswered.
If the founders wait until a dispute occurs to determine the price, each side will naturally favour a different valuation method.
Example of a Four-Year Founder Vesting System
Consider a Turkish technology startup established as an A.Ş.
Founder A receives 40%.
Founder B receives 40%.
An initial investor receives 20%.
Both founders agree to four-year reverse vesting with a one-year cliff.
Assume Founder A leaves after eighteen months.
Under the agreed economic formula, 37.5% of Founder A’s original founder allocation has vested.
Founder A’s allocation was 40%.
Therefore:
40% × 37.5% = 15%
Approximately 15% of the company may be treated as vested under the simplified example.
The remaining 25% remains unvested.
If the shareholders’ agreement contains an effective call option, the designated option holder may acquire the unvested portion in accordance with the agreed price and procedure.
Founder A may then remain a 15% passive shareholder.
This is far more balanced than allowing Founder A to permanently retain the full 40% despite leaving at an early stage.
What Is Accelerated Vesting?
Some startup agreements provide for vesting to accelerate after particular events.
This is known as accelerated vesting.
A common example involves a sale of the startup.
Suppose Founder A has completed only three years of a four-year vesting schedule when an international technology company acquires the startup.
The founders may argue that they should receive the full benefit of their equity because they successfully created the exit.
An acceleration clause may therefore provide that some or all remaining unvested equity becomes vested upon specified events.
Two concepts frequently arise internationally.
Single-Trigger Acceleration
Vesting accelerates because one specified event occurs, such as a change of control.
Double-Trigger Acceleration
Two events must occur.
For example:
- the startup is acquired; and
- the founder is terminated without cause following the acquisition.
Double-trigger structures can provide a compromise between founders and investors.
The exact mechanism should again be adapted to Turkish corporate and contract law.
What Happens to Vesting During an Investment Round?
Vesting becomes particularly important when venture capital investors enter a startup.
Investors may demand that founders accept a new vesting period as a condition of investment.
For example, a founder may say:
“I have already worked on this startup for three years. Why should I start a four-year vesting schedule from zero?”
This becomes a negotiation issue.
Possible solutions include granting credit for previous service.
For example:
- two years are recognised as already vested;
- the remaining equity vests over the next two years.
Alternatively, the investors may require a new schedule because they believe founder retention is essential to the value of the investment.
There is no universal rule.
Founder vesting is both a legal and commercial negotiation.
Can Vesting Protect Investors?
Yes.
Imagine an investor contributes EUR 2 million to acquire 20% of a startup primarily because of the founding team.
Immediately after the investment, one founder owning 35% resigns.
Without vesting, that founder may retain the full 35%.
The investor is now left with a startup whose key technical founder has disappeared while retaining a very significant economic interest.
Vesting reduces this risk.
It creates an incentive for founders to remain engaged and provides a mechanism for reallocating unvested equity if a founder leaves early.
This is why founder vesting frequently appears in professional venture capital negotiations.
Vesting and Employee Stock Option Plans
Vesting is not limited to founders.
It is also commonly used for employees.
A startup may want to recruit a highly skilled software engineer but may not be able to compete with the salary offered by a large technology company.
The startup may offer:
salary + equity-linked incentive.
The employee may therefore receive an option or contractual entitlement linked to continued employment.
For example:
An employee receives an economic entitlement equivalent to 1% of the startup subject to four-year vesting.
If the employee remains only eight months, the employee may receive no vested benefit under a one-year cliff.
If the employee remains four years, the entire benefit may vest.
However, employee equity plans in Turkey require careful corporate, employment and tax analysis.
The phrase “employee owns 1%” can have very different consequences depending on whether the arrangement involves:
- actual shares,
- share options,
- phantom shares,
- cash bonuses linked to company value,
- contractual profit participation,
- or another incentive instrument.
Actual Equity vs Phantom Equity
Not every startup needs to transfer actual shares to employees.
A phantom equity or phantom share arrangement may provide an employee with a contractual economic benefit linked to company value without making the employee an actual shareholder.
For example:
The employee may receive a contractual payment if the company is sold, calculated as though the employee held 0.5% of the company.
The employee does not necessarily acquire:
- voting rights,
- general assembly rights,
- information rights,
- or formal shareholder status.
This can simplify the cap table.
However, phantom equity creates different contractual and tax consequences from actual shares.
The appropriate structure should therefore be selected according to the startup’s financing and employment strategy.
Vesting Should Be Coordinated With Share Transfer Restrictions
A founder who has completed vesting should not necessarily be completely free to sell shares to anyone.
Suppose Founder A completes a four-year vesting period and owns 30%.
Founder A then wants to sell the entire stake to the startup’s biggest competitor.
The remaining founders may object.
Therefore, vesting should be coordinated with provisions governing:
- lock-up periods,
- rights of first refusal,
- pre-emption rights,
- permitted transfers,
- restrictions concerning competitors,
- tag-along rights,
- drag-along rights,
- and investor consent requirements.
Vesting determines when equity becomes protected from founder-leaver mechanisms.
Share transfer restrictions determine what the shareholder may subsequently do with that equity.
These are separate legal questions.
Vesting and Dilution Are Not the Same Thing
Another common misunderstanding concerns dilution.
A founder may have fully vested shares but still become diluted during a financing round.
For example:
Founder A owns a vested 40%.
Founder B owns a vested 40%.
Investor 1 owns 20%.
The company later issues additional shares to Investor 2.
If the founders do not participate proportionately, their percentages may decrease.
This does not mean their shares became “unvested.”
It is dilution resulting from the issue of additional equity.
In joint stock companies, Article 461 of the Turkish Commercial Code establishes shareholders’ pre-emptive rights concerning newly issued shares proportionate to their existing holdings and regulates the circumstances in which such rights may be restricted or removed.
Vesting and pre-emption should therefore be analysed separately.
What Happens if a Founder Dies or Becomes Incapacitated?
A vesting agreement should also address unexpected events.
What happens if a founder dies during the vesting period?
Should the founder be treated as a good leaver?
Should all remaining equity accelerate?
Should only the vested portion pass economically to the heirs?
Should other shareholders have a purchase option?
There is no single correct commercial solution.
However, failing to address these questions may create significant uncertainty involving both corporate and inheritance law.
The agreement should also consider permanent incapacity where continued founder participation becomes impossible.
Intellectual Property Must Be Separate From Vesting
A founder should never be allowed to argue:
“My shares were unvested, therefore I am taking the software with me.”
Share ownership and intellectual property ownership are separate questions.
The startup should ensure that intellectual property required for the business has been appropriately assigned or licensed to the company.
This may include:
- source code,
- algorithms,
- AI models,
- trademarks,
- designs,
- databases,
- domain names,
- technical documentation,
- inventions,
- and trade secrets.
Founder IP assignments should normally operate independently of whether the founder ultimately completes the vesting period.
Otherwise, a departing founder could create an existential risk for the startup.
Confidentiality and Non-Competition After a Founder Leaves
A comprehensive vesting arrangement is usually part of a wider founder exit structure.
The shareholders’ agreement may also regulate:
- confidentiality,
- trade secrets,
- customer solicitation,
- employee solicitation,
- competition,
- company property,
- access credentials,
- data deletion,
- and continuing cooperation obligations.
These clauses must be separately evaluated under Turkish law.
In particular, excessively broad non-compete obligations may create enforceability problems.
The startup should protect legitimate business interests without attempting to impose unlimited restrictions on the departing founder.
Common Vesting Mistakes Made by Turkish Startups
One of the biggest mistakes is having no vesting arrangement at all.
Another is copying an American startup template without adapting it to Turkish law.
Other common mistakes include:
- stating that shares “automatically disappear”;
- failing to define vested and unvested shares;
- failing to identify the purchaser of unvested equity;
- assuming that the company can repurchase unlimited shares;
- ignoring A.Ş. and Ltd. Şti. differences;
- failing to determine the purchase price;
- failing to define good leaver and bad leaver;
- failing to address death or incapacity;
- failing to regulate accelerated vesting;
- failing to coordinate vesting with investment agreements;
- failing to coordinate the shareholders’ agreement with the articles of association;
- failing to consider mandatory share transfer formalities;
- failing to regulate what happens if the founder refuses to sign transfer documentation;
- and failing to transfer intellectual property to the company.
A vesting provision may be only several paragraphs long, but an ineffective provision can create a dispute involving millions of euros.
What Should a Turkish Startup Vesting Agreement Include?
A professionally prepared founder vesting structure should generally address the following questions:
1. Who Is Subject to Vesting?
The agreement should identify whether vesting applies to:
- all founders,
- specific founders,
- employees,
- advisers,
- consultants,
- or future management.
2. What Equity Is Subject to Vesting?
The exact number or percentage of shares should be identified.
3. When Does Vesting Begin?
The starting date may be:
- incorporation,
- commencement of founder services,
- execution of the investment agreement,
- or another agreed date.
4. What Is the Vesting Period?
For example:
four years.
5. Is There a Cliff?
For example:
twelve months.
6. How Does Vesting Continue After the Cliff?
Monthly?
Quarterly?
Annually?
7. What Constitutes a Good Leaver?
The definition should be precise.
8. What Constitutes a Bad Leaver?
The agreement should avoid vague language capable of being applied arbitrarily.
9. What Happens to Vested Shares?
Does the founder retain them?
Are they subject to another purchase right?
10. What Happens to Unvested Shares?
Who may acquire them?
11. What Is the Transfer Price?
Nominal value?
Original price?
Fair market value?
12. Who Exercises the Call Option?
The company?
Other founders?
Investors?
Another purchaser?
13. What Corporate Formalities Apply?
This is particularly important in an Ltd. Şti.
14. Is There Accelerated Vesting?
What happens during an acquisition or change of control?
15. What Happens on Death or Incapacity?
These scenarios should not be ignored.
16. How Is a Dispute Resolved?
The agreement may provide for courts, mediation or arbitration depending on the structure of the transaction.
Is Vesting Necessary for Every Startup?
Not necessarily.
A single-founder consulting company may have no need for founder vesting.
Likewise, a family-owned business with no outside investment may have completely different priorities.
Vesting becomes particularly important when:
- there are multiple founders,
- founders receive significant equity for future work,
- venture capital investment is expected,
- an employee option pool will be created,
- founders have different roles,
- the company depends heavily on individual founders,
- or a future exit is an important objective.
The more dependent the company is on continued founder contribution, the stronger the commercial justification for vesting.
Conclusion: How Should Vesting Be Implemented in a Turkish Startup?
A vesting system in a Turkish startup can be an extremely effective mechanism for protecting founders, investors and the company itself.
Its purpose is straightforward:
A person who receives substantial startup equity in exchange for long-term contribution should not necessarily receive the entire economic benefit if that contribution ends almost immediately.
However, implementing this principle under Turkish law requires more than copying the expression “four-year vesting with a one-year cliff” into a shareholders’ agreement.
The legal architecture must determine how the vesting arrangement will actually operate.
For an A.Ş., this may involve carefully structured call options, share transfer obligations, repurchase mechanisms and provisions coordinated with the rules governing registered shares and the company’s acquisition of its own shares.
For an Ltd. Şti., the formal requirements applicable to capital share transfers and the specific statutory limitations concerning acquisition of the company’s own interests must also be considered. Turkish Commercial Code Article 595 requires particular formalities for limited company share transfers, while Article 612 limits the company’s ability to acquire its own capital interests.
The vesting agreement should additionally define:
- the vesting period,
- cliff,
- vested shares,
- unvested shares,
- good leaver events,
- bad leaver events,
- acquisition price,
- call-option mechanics,
- accelerated vesting,
- change-of-control treatment,
- death and incapacity,
- intellectual property,
- confidentiality,
- and dispute resolution.
Perhaps the most important lesson for startup founders is that vesting should be negotiated before the startup becomes highly valuable.
When a company is newly established, founders can objectively discuss what should happen if someone leaves after six months.
When the same company is worth EUR 20 million, the question is no longer theoretical.
Every percentage point may represent hundreds of thousands of euros.
At that stage, reaching agreement becomes substantially more difficult.
A carefully designed vesting system therefore serves not only investors but also active founders. It protects those who remain committed to the startup from carrying the entire burden of building a company while an early departing founder continues to own a disproportionately large share of the future value.
For startups planning to raise investment in Turkey, founder vesting should consequently be considered together with the shareholders’ agreement, articles of association, investment agreement, intellectual property documentation and future employee equity strategy.
When these documents are designed as a coordinated legal structure rather than as unrelated templates, vesting can become one of the most effective tools for creating a fair, investable and sustainable startup ownership model.
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