A startup is incorporated by three founders.

On day one, the equity is divided equally:

• Founder A: 33.33%
• Founder B: 33.33%
• Founder C: 33.33%

Six months later, Founder C decides that startup life is not for him.

He stops working for the company, joins another business and contributes nothing further to the product.

But he still owns one-third of the company.

Three years later, Founders A and B may have:

• raised investment;
• developed the technology;
• hired employees;
• found customers;
• built intellectual property; and
• increased the company’s value from almost zero to millions of dollars.

Founder C may still own 33.33%.

This is the classic dead equity problem.

Founder vesting is designed to prevent precisely this result.

Instead of allowing founders to receive an unconditional economic entitlement to all of their shares from the first day, a vesting arrangement makes some or all of that equity dependent on continued contribution to the startup over an agreed period.

Vesting is now a standard feature of international venture capital transactions. In Türkiye, however, founders should be careful about importing Silicon Valley documents without adapting them to Turkish company law.

There is no specific chapter of the Turkish Commercial Code titled “Founder Vesting.”

Vesting therefore has to be constructed through a combination of:

contract law + share-transfer rules + option rights + shareholders’ agreements + articles of association + good leaver/bad leaver provisions + corporate approvals.

The commercial idea is simple.

The legal implementation is not.

1. What Is Founder Vesting?

Founder vesting determines how much of a founder’s equity becomes permanently attributable to that founder over time.

A typical provision may state:

The founder’s shares shall vest over four years, subject to a twelve-month cliff, with the remaining shares vesting monthly thereafter.

This usually means that the founder must continue contributing to the startup for a certain period before the entire equity allocation becomes economically secure.

The mechanism is designed to answer a basic question:

If one founder leaves early, why should that founder keep the same percentage as founders who continue building the business for another five years?

Vesting therefore aligns:

• founder incentives;
• employee retention;
• investor expectations; and
• long-term equity ownership.

Turkish law does not expressly regulate “vesting” as a named contractual institution. Nevertheless, such arrangements can generally be created under the principle of freedom of contract contained in Articles 26 and 27 of the Turkish Code of Obligations, provided that they do not violate mandatory law, public order, morality or personality rights.

2. The Most Common Structure: Four Years With a One-Year Cliff

The international startup market frequently uses:

Four-year vesting

with a

One-year cliff.

Suppose Founder A is allocated 40% of the company.

The arrangement may provide:

• 0–12 months: nothing permanently vests;
• at month 12: 25% of the founder allocation vests;
• thereafter: the remaining allocation vests monthly over the following 36 months;
• at month 48: all founder shares are fully vested.

Because Founder A’s initial allocation is 40%, the economic result can be illustrated as follows:

Founder leaves after six months

Vested founder allocation:

0%

Potentially all 40% remains subject to the contractual repurchase mechanism.

Founder leaves after twelve months

25% of the founder’s allocation has vested.

40% × 25% =

10% of the company’s shares vested.

The remaining 30 percentage points are unvested.

Founder leaves after eighteen months

18/48 of the allocation has economically vested.

40% × 18/48 =

15% of the company.

The remaining 25% of the company remains unvested.

Founder remains for four years

The entire:

40%

is vested.

This simple structure prevents a founder who leaves after a few months from retaining the same economic position as someone who works for the company for years.

3. Forward Vesting and Reverse Vesting Are Not the Same

There are two principal ways of structuring founder vesting.

Forward Vesting

Under forward vesting, the founder does not initially receive all of the relevant shares.

Instead, the right to acquire shares develops as the vesting conditions are satisfied.

For example:

Founder is entitled to acquire:

• 5% after year one;
• another 5% after year two;
• another 5% after year three; and
• another 5% after year four.

The founder therefore gradually becomes the legal owner.

This appears conceptually simple but can create repeated corporate formalities.

Each vesting event may require:

• share transfers;
• capital increases;
• shareholder resolutions;
• registrations; or
• other implementation procedures.

For Turkish startups, this can become administratively cumbersome.

4. Reverse Vesting Is Often More Practical for Founders

In a reverse vesting structure, the founder receives the shares at the beginning.

However, a specified portion remains unvested and is subject to a call option or compulsory re-transfer mechanism if the founder leaves before completing the vesting period.

Suppose Founder A receives 40% on incorporation.

The vesting schedule is four years.

If A leaves after eighteen months, only 15% of the company has vested.

The remaining:

25%

may become subject to a contractual call option.

The shares might then be transferred to:

• another founder;
• the investor;
• another designated shareholder; or
• another permitted purchaser,

depending on the agreed structure.

This model is attractive because the founder can be treated as a shareholder from the beginning while the startup remains protected against early departure.

Recent Turkish legal commentary also identifies reverse vesting, call-option structures and conditional share-transfer mechanisms as principal ways in which vesting can be adapted to Turkish law.

5. Why Investors Usually Require Founder Vesting

A professional investor is not merely investing in the startup’s current balance sheet.

In an early-stage company, the investor is frequently investing primarily in:

• the founders;
• their technical expertise;
• their ability to execute;
• the product vision; and
• their future contribution.

Suppose an investor invests EUR 2 million based largely on the assumption that two technical founders will remain for four years.

If both founders can resign the following week and retain all of their equity, the investor faces a serious structural risk.

Vesting therefore operates as an investor-protection mechanism.

During investment negotiations, investors frequently require founders whose shares were previously unrestricted to accept reverse vesting as a condition of the investment.

This can become one of the most sensitive points in the term sheet.

6. Founders Should Negotiate Credit for Time Already Served

Assume a startup was created three years ago.

The founders have already:

• developed the product;
• raised seed financing;
• built a customer base; and
• worked without meaningful salaries.

A new investor then proposes:

“All founder shares will now become subject to a new four-year vesting period.”

The founders should not automatically accept this.

A commercially reasonable negotiation may give them vesting credit for the period already spent building the company.

For example:

Original proposed vesting:

48 months

Founder has already worked:

24 months

The parties might agree that:

• 50% is already vested; and
• the remaining 50% vests over two additional years.

Vesting should retain founders—not confiscate value they have already created.

7. Vesting Should Usually Be Based on a Number of Shares, Not Merely a Percentage

This is an important drafting point.

Suppose the agreement states:

“Founder shall vest 20% of the company over four years.”

What happens after an investment round dilutes every shareholder?

Does “20%” mean:

• 20% before investment?
• 20% after investment?
• 20% on a fully diluted basis?
• 20% after ESOP expansion?

Ambiguity can create serious disputes.

A safer structure usually identifies the specific shares subject to vesting.

For example:

“4,000 registered shares held by Founder A shall be subject to the following vesting schedule.”

The founder may later be diluted through capital increases like other shareholders, but the identity of the shares subject to reverse vesting remains clear.

8. Limited Companies Require Special Attention Under Turkish Law

This is one of the most important issues in Turkish vesting documentation.

For a Turkish limited liability company (limited şirket), Article 595 of the Turkish Commercial Code provides that:

• transfers of capital shares; and
• transactions creating an obligation to transfer those shares

must be made in writing and the signatures must be notarised.

Unless otherwise provided in the articles of association, the transfer also requires approval of the general assembly.

This has major consequences for vesting agreements.

Suppose two founders simply sign an ordinary private shareholders’ agreement stating:

“If Founder B leaves within four years, Founder B shall transfer all unvested shares to Founder A for TRY 1.”

That clause may appear commercially clear.

But if it constitutes an undertaking to transfer limited-company capital shares, the statutory form requirements must be considered.

Article 595 expressly addresses not only actual share transfers but also transactions creating an obligation to transfer.

Therefore, a limited-company vesting structure should not rely carelessly on an unsigned schedule attached to an ordinary shareholders’ agreement.

The call option, re-transfer undertaking and implementation documents should be designed in accordance with Article 595.

9. Limited Company General Assembly Approval Can Create Another Problem

Under Article 595, unless the articles provide otherwise, a limited-company share transfer requires general assembly approval.

This can create an obvious enforcement problem.

Imagine:

Founder A and Founder B each own 50%.

B becomes a bad leaver.

The vesting agreement requires B to transfer unvested shares to A.

But the articles require general assembly approval.

The founders are already in conflict.

B refuses to cooperate.

A vesting mechanism that looks perfect in the shareholders’ agreement can therefore become difficult to implement if the corporate approval architecture has not been designed in advance.

For this reason, counsel should analyse at incorporation or investment stage:

• whether general assembly approval is required;
• whether the articles should modify the approval regime;
• how voting obligations will operate;
• whether relevant transfer restrictions should be reflected in the articles; and
• how the call option will be exercised.

Vesting should be legally executable before the founders start fighting.

10. Joint Stock Companies Offer Greater Flexibility, but the Articles Still Matter

For a Turkish joint stock company (anonim şirket), the general principle under Article 490 TCC is that registered shares may be transferred unless the law or articles of association provide otherwise.

Articles 491–493 contain relevant statutory and contractual restrictions, including rules concerning unpaid shares and restrictions established in the articles.

Accordingly, vesting in an A.Ş. can often be implemented more flexibly.

Nevertheless, counsel must examine:

• whether registered share certificates have been issued;
• whether the shares are fully paid;
• whether the articles contain transfer restrictions;
• whether board/company approval may be relevant;
• how the share ledger will be updated;
• who holds the repurchase option; and
• what transfer mechanics apply when the option is exercised.

Simply copying a Delaware Restricted Stock Purchase Agreement into a Turkish A.Ş. is not sufficient.

11. Do Not Assume the Company Can Always Repurchase the Unvested Shares

Many US templates provide:

“The Company shall repurchase all unvested shares when the founder leaves.”

That mechanism can create problems under Turkish law.

A Turkish company cannot freely acquire unlimited quantities of its own shares.

For an anonim şirket, Article 379 TCC generally limits acquisition of the company’s own shares to 10% of the share capital, subject to further requirements including corporate authorization and capital-maintenance conditions.

Limited companies face a similar limitation.

Under Article 612 TCC, a limited company may ordinarily acquire its own capital shares only where sufficient freely disposable equity exists and the nominal value of the acquired shares does not exceed 10% of the capital. The limit can increase to 20% in particular statutory exit and exclusion circumstances, but that rule should not be confused with ordinary contractual founder vesting.

This means that a clause stating:

“If the founder leaves, the company will buy back his entire 35% shareholding”

may be legally problematic.

In many cases, it is safer to structure the call option in favour of:

• the remaining founders;
• designated shareholders;
• the investor; or
• another legally permissible purchaser,

rather than automatically making the company the buyer.

12. Good Leaver and Bad Leaver Clauses Are Essential

Vesting should not treat every departure identically.

There is a fundamental difference between a founder who steals company money and a founder who becomes permanently disabled.

For this reason, startup agreements commonly distinguish between:

Good Leaver

and

Bad Leaver.

13. What Is a Good Leaver?

Typical good-leaver events may include:

• death;
• permanent disability;
• serious illness;
• termination by the company without cause;
• removal from the founder’s role without material fault;
• fundamental reduction of responsibilities;
• mutually agreed departure;
• circumstances approved by the board or investors; and
• other events outside the founder’s reasonable control.

A good leaver may normally:

• retain vested shares;
• lose or transfer only unvested shares; and
• receive a fairer price for any shares that must be transferred.

The agreement should define these rights precisely.

14. What Is a Bad Leaver?

Potential bad-leaver events may include:

• fraud;
• embezzlement;
• intentional misconduct;
• serious breach of fiduciary obligations;
• misuse of company funds;
• deliberate IP theft;
• material confidentiality breach;
• serious violation of an enforceable non-compete;
• criminal conduct seriously affecting the company;
• abandonment of duties without justification; or
• material breach of the shareholders’ agreement that remains uncured.

Bad-leaver provisions frequently provide much harsher economic consequences.

For example:

Unvested shares: transferred at nominal or original subscription value.

Vested shares: retained, transferred at fair market value or, in more aggressive structures, transferred at a discount.

The final option requires particular caution under Turkish law.

15. “Bad Leaver” Should Not Mean “Anyone the Majority Dislikes”

Poor drafting can turn a legitimate vesting mechanism into a tool for oppression.

Consider the following clause:

“A founder will be deemed a Bad Leaver whenever the board determines, in its absolute discretion, that the founder has not performed satisfactorily.”

The investor-controlled board could remove the founder immediately before a major financing round and attempt to confiscate the founder’s equity.

A more defensible clause should use objective standards.

For example:

“Bad Leaver means termination following fraud, wilful misconduct, embezzlement, material breach of confidentiality, or another specifically defined material breach remaining uncured for 30 days after written notice.”

The trigger should be capable of objective verification.

16. Turkish Contract Law Can Protect Against Manipulation of Vesting Conditions

Article 175 of the Turkish Code of Obligations is particularly relevant.

Where one party prevents fulfilment of a condition contrary to the principle of good faith, the condition may be treated as fulfilled.

This can have significant consequences in a vesting dispute.

Suppose:

A founder will vest another 10% after completing 24 months.

At month 23, the investor causes the founder to be dismissed without a legitimate reason solely to prevent the next vesting milestone.

The investor then argues:

“You were not employed on the vesting date, so you receive nothing.”

The founder may argue that the vesting condition was deliberately prevented in bad faith.

This is one reason why founders should negotiate clear termination and vesting language.

17. Founder Vesting and Employment Vesting Should Not Be Confused

A founder can simultaneously be:

• shareholder;
• board member;
• manager; and
• employee.

Those legal relationships are not identical.

Suppose a founder’s employment contract is terminated.

Does that automatically terminate the founder’s shareholding?

Not necessarily.

The vesting documents must expressly connect the relevant departure event with the equity consequences.

This is especially important where the founder is also legally an employee because mandatory employment-law protections may become relevant.

A contractual provision imposing severe forfeiture simply because an employee resigns or is dismissed may be scrutinized through:

• proportionality;
• good-faith principles;
• mandatory labour law protections; and
• restrictions concerning contractual penalties.

Recent Turkish analysis of vesting agreements similarly emphasizes that leaver clauses involving employees require separate labour-law assessment rather than being treated solely as corporate provisions.

18. What Happens to Vested Shares?

Vesting agreements must answer a question that many templates leave unclear:

Does a founder who leaves get to keep vested shares?

The most founder-friendly structure is:

Vested shares remain with the founder.

A more investor-protective structure may provide:

The investor or continuing founders have the right to purchase vested shares at fair market value.

An aggressive bad-leaver structure may provide:

Vested shares may also be purchased at a discounted price.

Each model has very different economic consequences.

For example, assume the founder initially received 30%.

At departure:

• 20% is vested;
• 10% is unvested.

A balanced arrangement could provide:

10% unvested: transferred at original subscription price.

20% vested: founder retains them.

A more restrictive arrangement might allow another shareholder to purchase the vested 20% at fair market value.

The contract must distinguish these categories expressly.

19. How Should the Repurchase Price Be Determined?

The agreement should not merely state:

“The shares will be transferred at a reasonable price.”

That is an invitation to litigate.

Possible approaches include:

Nominal Value

Frequently used for unvested shares.

Original Subscription Price

The founder receives the amount originally paid for the shares.

Fair Market Value

Usually relevant to vested shares.

Discounted Fair Market Value

Sometimes used for bad-leaver events.

Formula-Based Valuation

For example:

Value determined by the most recent qualified financing round.

or:

Independent valuation based on enterprise value.

A startup’s value can change dramatically between incorporation and departure.

The pricing mechanism therefore matters almost as much as the vesting schedule itself.

20. The Latest Investment Round Is Not Always Fair Market Value

Suppose the startup raised funding eighteen months ago at a:

USD 10 million valuation.

Since then:

• revenues tripled;
• the company signed major contracts; and
• another investor informally offered financing at USD 30 million.

If a departing founder’s vested shares are purchased using the old USD 10 million valuation, the founder may be significantly underpaid.

Conversely, if the business has deteriorated, the previous round may overstate the value.

Therefore, if fair market value is required, the agreement should determine:

• valuation date;
• valuation methodology;
• appointment of the expert;
• treatment of debt;
• treatment of preferred-share rights;
• whether minority discounts apply;
• whether illiquidity discounts apply; and
• who pays the valuation costs.

21. Vesting Should Work Together With the Shareholders’ Agreement

A vesting agreement should not exist in isolation.

Founder vesting interacts directly with:

• pre-emption rights;
• rights of first refusal;
• call options;
• put options;
• tag-along rights;
• drag-along rights;
• transfer restrictions;
• lock-up provisions;
• reserved matters;
• founder obligations;
• confidentiality;
• intellectual-property assignment;
• non-compete provisions; and
• exit provisions.

For example, suppose an unvested founder leaves and the remaining shareholders exercise a call option.

Could another shareholder exercise a pre-emption right over the same shares?

Which right has priority?

The documents should answer that question.

22. The Articles of Association and Shareholders’ Agreement Should Be Coordinated

A Shareholders’ Agreement is fundamentally a contractual arrangement among its parties.

Not every contractual obligation automatically acquires corporate effect merely because it appears in the SHA.

This becomes particularly important where:

• the company is not a party;
• a new shareholder later joins;
• the articles contain inconsistent transfer rules; or
• implementation requires a corporate resolution.

Current Turkish venture capital practice therefore places considerable importance on reflecting relevant shareholder protections in the articles of association to the extent legally permissible, while using contractual remedies where Turkish company law does not allow the desired provision to operate directly at corporate level.

A well-designed structure might therefore involve:

Shareholders’ Agreement

for detailed contractual obligations,

plus

Articles of Association

for legally permissible corporate transfer restrictions,

plus

separate option/transfer documentation

for vesting enforcement.

23. Acceleration Clauses Become Important During an Exit

What happens if the startup is sold before the four-year vesting period ends?

Suppose the founders have completed only two years.

A buyer acquires 100% of the company.

Should the founders lose half of their remaining vesting entitlement simply because the company succeeded early?

This is addressed through acceleration provisions.

24. Single-Trigger Acceleration

Under single-trigger acceleration:

A change of control automatically accelerates some or all unvested shares.

Example:

Founder has:

• 60% vested;
• 40% unvested.

The company is sold.

100% becomes vested immediately.

Founders generally like this.

Investors and acquirers may not.

The buyer may want the founders to remain after the acquisition.

25. Double-Trigger Acceleration

Double-trigger acceleration usually requires:

Trigger 1: Change of control.

and

Trigger 2: Founder is subsequently terminated without cause or suffers another specified adverse employment event.

For example:

The startup is acquired.

Founder continues working.

No acceleration occurs immediately.

Six months later, the buyer dismisses the founder without cause.

The remaining unvested equity then accelerates.

This often creates a more balanced structure because it protects founders without eliminating the acquirer’s retention incentives immediately upon acquisition.

26. Vesting Is Also an Important Due-Diligence Issue for Investors

Before investing, a venture capital fund should examine the cap table and ask:

Are the founders vested?

If the answer is no, the investor should examine the risk of dead equity.

Imagine:

Founder A: 40%

Founder B: 40%

Employee pool: 20%

But Founder B has already stopped working for the company.

An investor entering the company today is effectively investing into a cap table where 40% may belong to an inactive person.

That can be a major investment red flag.

The investor may therefore condition the financing upon:

• repurchase of inactive founder shares;
• implementation of reverse vesting;
• restructuring the cap table; or
• establishment of new founder commitment obligations.

27. Vesting Must Be Distinguished From Dilution

Founders sometimes misunderstand vesting and dilution.

They are different.

Vesting

Determines how much of the founder’s allocated equity becomes permanently earned.

Dilution

Occurs when new shares are issued and the founder’s percentage of the enlarged capital decreases.

Example:

Founder owns 30%.

All of that 30% is vested.

The company later raises investment through a capital increase.

Founder becomes diluted to 22%.

The founder did not “lose vesting.”

The fully vested shareholding was diluted because new shares were issued.

The founders’ agreement should avoid confusing these concepts.

28. Vesting Should Be Connected to Intellectual Property Obligations

For many technology startups, founder equity is granted largely because the founder is expected to create valuable IP.

The vesting arrangement should therefore operate together with:

• copyright assignments;
• software rights;
• patent rights;
• trademark rights;
• domain-name ownership;
• invention assignment;
• source-code obligations;
• confidentiality; and
• know-how protections.

A startup should avoid the worst possible scenario:

Founder leaves with unvested equity and also claims ownership of the source code.

The corporate and IP documentation should be designed as a single system.

29. A Practical Founder Vesting Example

Assume three founders incorporate a Turkish A.Ş.

Ownership:

Founder A: 40%
Founder B: 35%
Founder C: 25%

All founder shares are subject to:

48-month reverse vesting

with:

12-month cliff.

Founder B leaves after 20 months without misconduct.

B’s original allocation:

35%.

Vested proportion:

20 / 48.

Vested company interest:

approximately 14.58%.

Unvested company interest:

approximately 20.42%.

If B qualifies as a Good Leaver, the agreement might provide:

14.58% vested shares: B retains.

20.42% unvested shares: continuing founders have a call option at original subscription value.

Now assume B instead:

• steals source code;
• establishes a direct competitor;
• solicits key customers; and
• materially breaches confidentiality obligations.

If those circumstances fall within a validly drafted Bad Leaver definition, the agreement may impose different economic consequences.

The exact consequences should have been agreed before the dispute arose.

30. A Strong Founder Vesting Agreement Should Answer at Least These Questions

Before signing a vesting agreement, counsel should be able to answer:

What shares are subject to vesting?

Exact share numbers should preferably be identified.

What is the commencement date?

Incorporation date?

Employment start date?

Investment closing date?

What is the vesting period?

Three years?

Four years?

Five years?

Is there a cliff?

Usually twelve months, but this is negotiable.

How frequently does vesting occur?

Monthly?

Quarterly?

Annually?

What counts as continued service?

Employee?

Director?

Consultant?

Full-time founder?

What is a Good Leaver?

The definition should be specific.

What is a Bad Leaver?

Avoid unlimited board discretion.

What happens to unvested shares?

Who has the call option?

What happens to vested shares?

Are they retained or purchased?

At what price?

Nominal value?

Subscription price?

Fair market value?

How is fair market value determined?

Independent expert?

Most recent financing?

Formula?

Is there acceleration?

Single-trigger or double-trigger?

What happens on death or disability?

The heirs’ position should be addressed.

What happens when the company is sold?

Vesting should interact with drag-along obligations.

What corporate approvals are required?

This is especially important for limited companies.

Does the agreement comply with mandatory share-transfer formalities?

A commercially perfect agreement that cannot legally transfer the shares is not a good vesting agreement.

31. Practical Drafting Structure for a Turkish Startup

A professionally designed founder vesting package may therefore consist of several coordinated layers:

1. Founders’ Agreement / Shareholders’ Agreement

Defines commercial vesting terms.

2. Articles of Association

Reflects legally permissible corporate provisions.

3. Vesting Schedule

Identifies the shares and vesting timeline.

4. Call Option

Creates the right to acquire unvested shares.

5. Share Transfer Undertaking

Structured in compliance with the relevant formal requirements.

6. Good Leaver / Bad Leaver Provisions

Defines departure consequences.

7. IP Assignment

Ensures company ownership of founder-created intellectual property.

8. Confidentiality and Non-Compete Framework

Protects the business, subject to validity restrictions.

9. Employment or Founder Services Agreement

Defines the founder’s operational obligations.

10. Acceleration Provisions

Determines the effect of an exit or change of control.

Treating vesting as a single paragraph inside an investment agreement is often insufficient.

32. The Biggest Mistake: Translating a US Vesting Template

A US document may say:

“Upon termination, the Company may repurchase all Unvested Shares.”

For a Delaware company, that may be a normal implementation mechanism.

For a Turkish company, immediate questions arise:

• Can the company legally acquire that percentage of its own shares?
• Is the company an A.Ş. or Ltd. Şti.?
• Does Article 379 or Article 612 apply?
• Does the transfer require notarised documentation?
• Does the general assembly need to approve it?
• Do the articles restrict transfers?
• Is the call option properly constituted?
• Will the share ledger recognize the transfer?
• Is the repurchase price valid?
• Is the founder also an employee?

The commercial vocabulary may be international.

The enforcement mechanism remains Turkish.

33. What Should Happen When a Founder Actually Leaves?

A vesting agreement should contain an implementation procedure rather than merely defining abstract rights.

A practical process might include:

Step 1 — Identify the Termination Date

Determine the exact service cessation date.

Step 2 — Calculate the Vested Portion

Apply the contractual formula.

Step 3 — Determine Leaver Status

Good Leaver or Bad Leaver?

Step 4 — Calculate the Transfer Price

Apply the appropriate valuation method.

Step 5 — Exercise the Call Option

Within the contractual exercise period.

Step 6 — Complete Share-Transfer Formalities

Use the statutory procedure applicable to the company type.

Step 7 — Obtain Required Corporate Approvals

Where necessary.

Step 8 — Update the Share Ledger and Corporate Records

The cap table should reflect the new position.

Step 9 — Address Resignation From Management

Shareholding and management positions should be dealt with separately.

Step 10 — Recover Company Property and Protect IP

Laptop, access credentials, source code, confidential information and signing authority should be addressed immediately.

This operational checklist can prevent a founder departure from turning into a multi-year corporate dispute.

Conclusion: Vesting Is Simple Economics but Complex Legal Engineering

Founder vesting solves one of the most fundamental startup problems:

equity should correspond, at least to some extent, to long-term contribution.

Without vesting, a founder who leaves after three months can potentially retain the same equity as a founder who builds the business for the next five years.

With a properly designed vesting mechanism, that imbalance can be avoided.

Under Turkish law, however, founder vesting is not a plug-and-play legal product.

The system must be constructed through:

contractual vesting + conditional rights + call options + transfer undertakings + corporate approvals + articles of association + share-transfer formalities.

For a Turkish limited company, Article 595 is particularly important because both the actual transfer and transactions creating an obligation to transfer shares are subject to formal requirements, including notarised signatures.

For a joint stock company, Articles 490–493 and the articles of association must be examined to determine the applicable transfer regime.

And in both company types, automatically designating the company itself as purchaser of all unvested founder shares can conflict with statutory restrictions on companies acquiring their own shares.

The most effective founder vesting arrangement therefore answers two questions from the beginning:

How does the founder earn the equity?

and

What legally enforceable mechanism returns the unearned equity if the founder leaves?

The first is the commercial deal.

The second is what determines whether the vesting clause actually works when the founders stop agreeing with each other.