Investing in a startup is only half of the investment strategy.

The other half is determining how the investor will eventually recover its capital and realize a return.

A foreign investor may acquire 10%, 25% or even a controlling stake in a Turkish startup expecting that the company will later be sold, complete another funding round or proceed toward an initial public offering.

But what happens if none of those events occurs?

Can the foreign investor simply demand its money back?

Can it force the founders to purchase its shares?

Can it sell the shares to another investor?

Can the startup itself buy the investor’s shares?

Can a minority investor force a sale of the entire company?

Under Turkish law, the answers depend heavily on:

• the type of company;
• the articles of association;
• the shareholders’ agreement;
• the investment agreement;
• the class of shares;
• transfer restrictions;
• contractual exit rights;
• and the circumstances surrounding the proposed exit.

For this reason, an exit strategy should ideally be negotiated before the investment is made, rather than when the investor already wants to leave.

This guide explains the principal exit routes available to foreign investors holding shares in Turkish startups.

Can a Foreign Investor Sell Shares in a Turkish Company?

As a general principle, yes.

Foreign investors can acquire shares in Turkish companies and may subsequently transfer those shares to other investors.

The Turkish Ministry of Trade expressly notes that foreign investors may invest by acquiring shares in companies established in Türkiye and may subsequently leave the company by transferring those shares to others.

However, the mechanics differ depending on whether the startup is incorporated as a:

• joint stock company — anonim şirket (A.Ş.); or
• limited liability company — limited şirket (Ltd. Şti.).

This distinction can significantly affect the investor’s ability to exit.

1. Selling the Shares to Another Investor

The simplest exit route is usually a direct sale of the investor’s shares to another buyer.

For example, assume that a foreign venture capital investor initially invested EUR 2 million for a 20% interest in a Turkish technology startup.

Four years later, the company has grown substantially and another investment fund offers EUR 7 million for that 20% stake.

The investor may potentially exit by selling its shares to the new investor.

This is commonly called a secondary share sale.

The company does not necessarily receive new investment money in such a transaction.

Instead, the purchase price is paid to the existing shareholder who is selling its shares.

However, before proceeding, the investor should check whether the shares are freely transferable.

Share Transfer Restrictions Can Block an Exit

A shareholders’ agreement or articles of association may provide that a shareholder cannot freely sell its shares.

Possible restrictions include:

• right of first refusal;
• right of first offer;
• pre-emption rights;
• founder consent;
• board approval;
• general assembly approval;
• lock-up periods;
• permitted-transfer rules;
• competitor restrictions;
• or requirements that the buyer sign the existing shareholders’ agreement.

Therefore, finding a buyer does not necessarily mean the investor can immediately complete the exit.

The contractual transfer procedure must first be reviewed.

2. Exit From a Turkish Joint Stock Company

Many startups expecting institutional investment prefer the joint stock company structure because share transfers are generally more flexible.

The Ministry of Trade’s guidance explains that, subject to applicable exceptions and restrictions, joint stock company shares may be transferred through the relevant share-transfer mechanics and that share transfers are generally not subject to trade registry registration and announcement in the same manner as limited company transfers.

However, this should not be understood to mean that every A.Ş. share can always be sold freely.

Restrictions may arise from:

• the Turkish Commercial Code;
• the company’s articles of association;
• shareholders’ agreements;
• privileged share structures;
• sector-specific regulations;
• or regulatory approval requirements.

The investor should therefore examine the legal status of its shares before negotiating a sale.

3. Exit From a Turkish Limited Liability Company

Exiting a limited liability company can involve more formalities.

Current official investment guidance explains that limited company share transfers require a written share transfer agreement with signatures notarized in Türkiye. Unless otherwise provided under the articles of association, the shareholders’ general assembly must approve the transfer. The transfer must then be registered with the trade registry.

The articles of association may also restrict or prohibit transfers.

Consequently, a foreign investor holding shares in a Turkish Ltd. Şti. should not assume that it can sell them as easily as securities traded in a liquid market.

This is one reason why sophisticated investors frequently negotiate exit rights at the investment stage.

4. Selling the Shares Back to the Founders

A common practical exit route is a sale to the founders.

For example, an investor may have invested during an early seed round and wish to exit after the business becomes profitable.

The founders may want to regain full ownership.

The parties can agree that the founders purchase the investor’s shares.

The key question is:

At what price?

The shareholders’ agreement may provide a valuation mechanism based on:

• fair market value;
• the latest funding round;
• an independent valuation;
• EBITDA multiple;
• revenue multiple;
• or another agreed formula.

Without a pre-agreed mechanism, the parties may disagree dramatically over valuation.

The founder may believe the investor’s shares are worth EUR 500,000.

The investor may believe they are worth EUR 3 million.

An exit clause that merely says:

“The founders may purchase the investor’s shares.”

does not solve the real problem.

The agreement should explain how the price will be determined.

5. Can a Foreign Investor Force the Founders to Buy Its Shares?

Not automatically.

An investment itself does not ordinarily create a general right allowing an investor to demand that the founders return the investment capital whenever the investor decides to leave.

If the investor wants such protection, it usually needs a contractual mechanism.

One important mechanism is a put option.

A put option may allow the investor, following specified events, to require designated shareholders to purchase its shares.

For example, the agreement may provide that the investor can exercise the put option if:

• no exit occurs within five years;
• founders materially breach the shareholders’ agreement;
• the company loses an essential license;
• a founder commits fraud;
• certain financial milestones are not achieved;
• the company repeatedly breaches investor veto rights;
• or a prohibited change of control occurs.

However, put options require careful drafting under Turkish law.

The agreement should identify:

• who must purchase the shares;
• when the right arises;
• the exercise procedure;
• the valuation formula;
• payment currency;
• payment deadline;
• security for payment;
• and consequences of default.

A put option against founders who have no assets may be commercially worthless.

Investors should therefore consider enforceability and payment security, not merely contractual wording.

6. Call Options Can Also Create an Exit Mechanism

A call option gives a person the right to purchase another shareholder’s shares under agreed circumstances.

Although commonly viewed as a buyer’s right rather than an investor exit right, call options can form part of a broader exit structure.

For example, the founders may receive a right to purchase the investor’s remaining shares after the investor has achieved a particular return.

Alternatively, a strategic investor may receive a call option to acquire the remaining shares following the first stage of an acquisition.

These mechanisms can facilitate staged exits.

7. Tag-Along Rights Protect Minority Investors

One of the most important protections for a minority foreign investor is the tag-along right.

Suppose:

Founder A owns 70%.

Foreign Investor B owns 20%.

Other shareholders own 10%.

A strategic buyer offers to acquire the founder’s 70% shareholding.

Without a tag-along right, the buyer may purchase only the founder’s shares.

The foreign investor may then remain as a 20% minority shareholder under an entirely new controlling shareholder.

A tag-along clause can allow the minority investor to participate in the sale.

For example:

If the founder sells shares to a third party, the investor may have the right to require the proposed buyer to purchase the investor’s shares on the same or equivalent terms.

This can be particularly important because the control premium obtained by the founder may otherwise not benefit the minority investor.

Why Is Tag-Along Protection Important?

A startup can change dramatically after the controlling founder exits.

The foreign investor may have originally invested because it trusted:

• a particular founder;
• management team;
• strategy;
• business plan;
• or governance structure.

A tag-along right provides a mechanism allowing the investor to exit together with the controlling shareholder rather than being left behind.

8. Drag-Along Rights Can Facilitate a Complete Company Sale

The opposite mechanism is the drag-along right.

Suppose a buyer wants to purchase 100% of a startup.

The founders and major investors agree to sell, but a shareholder owning 5% refuses.

The buyer may refuse to proceed unless it can acquire the entire company.

A properly structured drag-along mechanism can allow qualifying shareholders to require other shareholders to participate in the sale under defined conditions.

Drag-along provisions can therefore make a startup more attractive in an eventual acquisition.

They prevent small shareholders from blocking an otherwise commercially attractive company sale.

However, drag-along clauses should clearly specify:

• who can trigger the right;
• minimum shareholder approval;
• minimum valuation requirements;
• whether all shareholders receive the same price per share;
• treatment of different share classes;
• warranties required from minority shareholders;
• liability limits;
• and sale procedures.

Poorly drafted drag rights can create significant disputes at the moment when the company is about to be sold.

9. Right of First Refusal Can Affect the Investor’s Exit

A Right of First Refusal (ROFR) is another common startup provision.

Suppose a foreign investor receives an offer from a third-party fund to buy its shares for EUR 4 million.

Under a ROFR mechanism, the investor may first be required to offer those shares to:

• founders;
• existing shareholders;
• or another designated person

on the same terms.

Only if the existing shareholder declines can the investor sell to the third party.

ROFR provisions protect existing shareholders from unwanted new investors.

But from an exiting investor’s perspective, an overly restrictive ROFR can reduce liquidity.

A buyer may not want to spend months negotiating an acquisition if existing shareholders can simply match its offer.

The duration and mechanics of the ROFR should therefore be carefully negotiated when the investment is made.

10. Right of First Offer Is Different

A Right of First Offer (ROFO) can be more flexible.

Instead of first obtaining a third-party offer, the selling investor initially asks existing shareholders whether they want to buy the shares.

If the parties cannot agree on a price, the investor may then seek external buyers, usually subject to agreed parameters.

ROFO and ROFR provisions may look similar but can produce very different commercial outcomes.

11. Can the Turkish Startup Buy Back the Investor’s Shares?

Sometimes investors ask:

“Why doesn’t the company simply buy my shares and return my investment?”

Turkish law places limits on companies purchasing their own shares.

For joint stock companies, Article 379 of the Turkish Commercial Code establishes specific restrictions on a company’s acquisition of its own shares. As a general framework, the acquisition cannot exceed the statutory percentage limit and is subject to conditions intended to protect company capital.

The Commercial Code also contains exceptions and subsequent disposal rules for own shares.

Therefore, a startup cannot necessarily promise an investor unlimited redemption of its shares whenever requested.

Limited Companies Also Face Restrictions

Article 612 of the Turkish Commercial Code provides that a limited company may acquire its own capital shares only if it has sufficient freely disposable equity and the nominal value of the shares to be acquired does not generally exceed 10% of the share capital.

In certain exit or exclusion situations contemplated by the articles or ordered by a court, the statutory threshold may increase to 20%, subject to additional disposal or capital-reduction requirements.

This has an important practical consequence.

An investment agreement should not simply state:

“The company shall repurchase all investor shares whenever the investor requests an exit.”

Such a provision may conflict with mandatory corporate-capital rules depending on the circumstances.

Where a guaranteed exit is commercially important, alternative structures should be considered.

12. Secondary Sale During a New Investment Round

An investor does not necessarily need to wait for the entire company to be sold.

A common startup exit occurs during a later funding round.

Suppose:

Seed Investor invested EUR 500,000.

Three years later, a Series B investor agrees to invest EUR 10 million.

The new investor may agree that:

• EUR 8 million goes into the company as new capital; and
• EUR 2 million is used to purchase shares from existing investors.

The early investor therefore achieves a partial or complete exit.

This can benefit all parties.

The company receives fresh capital.

The incoming investor acquires a larger ownership interest.

The early investor realizes liquidity.

Founders should nevertheless consider whether excessive secondary sales may send a negative signal to incoming investors.

13. Partial Exit May Be Better Than Full Exit

An investor does not always need to sell its entire stake.

A partial exit can allow the investor to recover its original capital while retaining exposure to future growth.

For example:

Initial Investment: EUR 1 million.

Current Share Value: EUR 6 million.

Investor sells one-third of its shares for EUR 2 million.

The investor has recovered more than the original investment and continues to hold shares worth approximately EUR 4 million based on the same valuation.

Partial exits are common where investors believe the company’s value may continue to increase.

14. Strategic Acquisition as an Exit

Another major startup exit route is the sale of the company to a strategic buyer.

A Turkish fintech startup may be acquired by a bank.

A gaming company may be acquired by an international publisher.

A SaaS startup may be purchased by a global technology company.

A healthcare platform may be acquired by an industry participant.

The existing investors may then sell all or part of their shares as part of the acquisition.

This type of exit usually involves:

• legal due diligence;
• financial due diligence;
• tax due diligence;
• Share Purchase Agreement negotiations;
• representations and warranties;
• indemnification arrangements;
• regulatory approvals;
• Competition Authority analysis;
• and detailed closing procedures.

The shareholders’ agreement should anticipate how investors and founders will coordinate if an acquisition offer is received.

15. IPO as an Exit Route

A successful startup may eventually become a public company.

An initial public offering can create liquidity for existing shareholders.

The Capital Markets Board of Türkiye states that companies conducting their first public offering must first bring their articles of association into compliance with the Capital Markets Law and applicable regulations and then apply for approval of the prospectus.

The regulatory process may differ depending on whether the offering consists of newly issued shares or the sale of existing shareholders’ shares.

This is important for startup investors.

An IPO does not necessarily mean that all proceeds must go to the company.

Depending on the structure and applicable capital markets requirements, existing shareholders may potentially sell shares as part of the offering.

The Capital Markets Board’s current documentation framework expressly contains prospectus and disclosure documentation for public offerings and share sales.

However, IPO exits involve:

• Capital Markets Board approval;
• prospectus requirements;
• financial reporting;
• corporate governance;
• exchange requirements;
• public disclosure;
• and potentially lock-up periods.

An IPO should therefore be viewed as a sophisticated exit process rather than an immediate liquidity mechanism.

16. Merger as an Exit Strategy

A startup may also be merged into another company.

For example, a larger technology business may prefer a merger structure rather than purchasing individual shares directly.

The economic effect may allow existing investors to:

• receive cash;
• receive shares in the surviving company;
• or receive a combination of both.

Turkish commercial and, where applicable, capital markets rules governing mergers must be considered.

The contractual exit provisions in the shareholders’ agreement should also define whether a merger qualifies as a “Liquidity Event” or “Exit Event.”

17. Define “Exit Event” Properly in the Investment Agreement

One of the most useful drafting tools is a clear definition of an Exit Event.

The agreement might define an Exit Event to include:

• sale of more than 50% of the shares;
• sale of substantially all company assets;
• merger;
• change of control;
• IPO;
• strategic acquisition;
• or another liquidity transaction.

This matters because other contractual rights can then be triggered automatically.

For example:

“Upon an Exit Event, the Investor shall be entitled to…”

The agreement may then regulate:

• liquidation preference;
• minimum return;
• distribution waterfall;
• drag rights;
• participation rights;
• or conversion mechanisms.

Without a clear definition, shareholders may later disagree over whether a transaction technically qualifies as an exit.

18. Liquidation Preference Can Affect Exit Proceeds

Foreign venture capital investors frequently negotiate liquidation preference provisions.

Despite the name, liquidation preference may be drafted to apply not only to formal liquidation but also to defined exit events such as a company sale.

Suppose:

Investor invested EUR 3 million for 20%.

The company is later sold for EUR 8 million.

Without preferential rights, 20% might produce EUR 1.6 million.

If the investor has a properly structured 1x liquidation preference, the economic distribution may differ depending on the contractual mechanism.

Liquidation preference clauses should therefore explain:

• whether preference is participating or non-participating;
• whether it applies to company sales;
• whether it applies to mergers;
• whether dividends reduce the preference;
• treatment of multiple investor classes;
• and the distribution waterfall.

These provisions require careful alignment with mandatory Turkish corporate law.

19. What Happens If the Founders Refuse to Cooperate With an Exit?

This is one of the most difficult situations for a foreign minority investor.

The investor finds a buyer.

The price is attractive.

But the founders refuse to cooperate.

The investor’s options depend primarily on its contractual rights.

Possible mechanisms include:

• contractual transfer rights;
• drag-along rights;
• put options;
• deadlock provisions;
• dispute-resolution clauses;
• or rights arising from the relevant company structure.

Without properly negotiated exit rights, a minority investor may have considerable economic value on paper but limited practical liquidity.

This is why startup investors should negotiate exit mechanics when the relationship with founders is good, not after a dispute begins.

20. Can a Limited Company Shareholder Ask a Court to Leave the Company?

Turkish law provides an additional mechanism specifically relevant to limited liability companies.

Under Article 638 of the Turkish Commercial Code, the articles of association may grant shareholders a contractual right to exit.

In addition, a shareholder may bring an action requesting permission to leave the company where just cause exists.

Court decisions applying Article 638 recognize that a shareholder may request judicial exit where continuation of the shareholder relationship becomes legally intolerable due to sufficiently serious circumstances.

This should not be confused with a normal commercial exit.

A foreign investor cannot ordinarily use the just-cause procedure simply because:

• returns are disappointing;
• it has found another investment;
• or it would prefer to receive its money back.

The relevant legal requirements must actually be satisfied.

Judicial exit is generally a dispute-remedy mechanism, not a substitute for a negotiated liquidity right.

21. Deadlock Provisions Are Particularly Important in 50/50 Structures

Foreign investors sometimes establish joint ventures where:

Foreign Investor: 50%

Turkish Founder: 50%.

This structure can create a serious deadlock risk.

If the parties disagree on:

• budget;
• CEO appointment;
• financing;
• dividends;
• acquisition offers;
• strategic direction;
• or capital increases,

the company can become commercially paralyzed.

A shareholders’ agreement may therefore include deadlock mechanisms such as:

• escalation between senior representatives;
• mediation;
• buy-sell provisions;
• put/call mechanisms;
• sealed bid procedures;
• or ultimately company-sale arrangements.

The appropriate structure depends on the transaction.

Deadlock provisions should be drafted carefully because some mechanisms familiar from foreign legal systems may require adaptation under Turkish corporate law.

22. Can the Investor Demand Its Original Investment Back?

Generally, an equity investment should not be confused with a loan.

If an investor contributes EUR 2 million in exchange for shares, the company does not ordinarily owe the investor EUR 2 million merely because the investor later wants to exit.

The investor has purchased an equity interest.

That interest may:

• increase in value;
• decrease in value;
• or become worthless.

A contractual right to receive a specified amount can potentially be created through appropriate transaction structures, but mandatory rules concerning:

• capital protection;
• company distributions;
• own-share acquisitions;
• and shareholder equality

must be considered.

For this reason, clauses promising unconditional repayment of equity should receive careful Turkish-law analysis.

23. How Is the Exit Price Determined?

A well-drafted shareholders’ agreement should explain valuation where the exit does not occur through an open third-party sale.

Possible approaches include:

Latest Funding Round

The shares are valued according to the price paid during the most recent genuine investment round.

Independent Valuation

An independent financial adviser determines fair market value.

EBITDA Multiple

The company’s EBITDA is multiplied by an agreed market multiple.

Revenue Multiple

Common in certain technology businesses where profitability has not yet been reached.

Formula-Based Valuation

The shareholders’ agreement establishes a predetermined calculation.

Third-Party Offer

An actual bona fide external offer establishes market value.

Each method has advantages and disadvantages.

A vague provision stating “fair value shall be paid” may not prevent disputes unless the process for determining fair value is also defined.

24. Currency Should Be Addressed in Cross-Border Exits

Foreign investors typically measure their returns in:

• EUR;
• USD;
• GBP;
• or another foreign currency.

The exit documents should clearly determine:

• transaction currency;
• valuation currency;
• exchange-rate methodology;
• payment account;
• bank charges;
• payment date;
• withholding issues;
• and consequences of delayed payment.

Exchange-rate movement can materially affect the investor’s actual return.

25. Tax Consequences Should Be Reviewed Before the Exit

The headline sale price is not the same as the investor’s net return.

Tax consequences depend on matters including:

• whether the seller is an individual or company;
• the investor’s jurisdiction;
• type of target company;
• holding period;
• applicable Turkish tax rules;
• applicable double-tax treaty;
• transaction structure;
• and whether the sale occurs through a restructuring.

Tax advice should therefore be obtained before signing the exit transaction.

A restructuring implemented after the sale is already contractually binding may be too late to achieve the desired tax outcome.

26. Can Sale Proceeds Be Transferred Abroad?

Türkiye’s Foreign Direct Investment Law provides a general legal framework permitting foreign investors to transfer abroad through banks or financial institutions items including:

• net profits;
• dividends;
• proceeds from the sale of investments;
• liquidation proceeds;
• compensation;
• and certain other amounts relating to foreign investment.

Nevertheless, the investor should coordinate:

• banking documentation;
• source-of-funds documentation;
• tax documentation;
• corporate records;
• and transaction evidence

before the payment is transferred abroad.

Large cross-border payments can trigger bank compliance and AML review.

Having complete transaction documentation can therefore prevent unnecessary delays.

27. What Documents Are Usually Required for a Startup Exit?

Depending on the transaction, the documentation may include:

• Share Purchase Agreement;
• share transfer agreement;
• Disclosure Letter;
• board resolutions;
• general assembly resolutions;
• shareholder consents;
• waiver of pre-emption rights;
• updated share ledger;
• share certificates;
• powers of attorney;
• tax documentation;
• regulatory approvals;
• Competition Authority clearance;
• escrow agreement;
• release of security interests;
• resignation letters;
• and amendments to the shareholders’ agreement.

The documents required vary significantly depending on whether the target is an A.Ş. or Ltd. Şti.

28. Exit Planning Should Start at the Investment Stage

The worst time to negotiate an exit mechanism is usually when the investor already wants to leave.

By then:

• founders may refuse;
• relations may have deteriorated;
• valuations may be disputed;
• the company may lack liquidity;
• or the investor may have little negotiating leverage.

Exit rights should therefore form part of the original investment negotiations.

A foreign investor should consider negotiating:

• tag-along rights;
• drag-along rights;
• ROFR/ROFO provisions;
• put options;
• call options;
• IPO rights;
• registration or cooperation rights where relevant;
• exit-event definitions;
• liquidation preference;
• founder cooperation obligations;
• minimum-return provisions where legally appropriate;
• and dispute-resolution mechanisms.

The objective is not necessarily to guarantee a profitable exit.

No contract can guarantee that a startup will become successful.

The objective is to ensure that if a commercially realistic exit opportunity arises, the investor has a workable legal mechanism for participating in it.

Common Exit Problems for Foreign Investors in Türkiye

Foreign investors frequently encounter problems such as:

1. The shareholders’ agreement contains no exit provisions.
2. The investor finds a buyer but founders refuse to approve the transfer.
3. Existing shareholders exercise pre-emption rights but dispute the price.
4. The investor has a put option but the founders cannot pay the purchase price.
5. The company has insufficient legally distributable resources to implement the proposed buyback.
6. A drag-along clause is too vague to enforce effectively.
7. The investor is left behind when the founder sells control.
8. Different share classes create disputes over exit proceeds.
9. The shareholder agreement and articles of association contain inconsistent provisions.
10. The investor expected an IPO within five years but the agreement contains no alternative liquidity mechanism.
11. Regulatory approval delays the sale.
12. Tax consequences significantly reduce expected returns.
13. The investor cannot immediately transfer sale proceeds abroad because transaction documentation is incomplete.
14. A third-party buyer discovers legal problems during due diligence and reduces the purchase price.
15. Founders refuse to provide information required by the potential buyer.

Many of these risks can be reduced substantially if exit mechanisms are negotiated when the investment is initially made.

Frequently Asked Questions

Can a foreign investor freely sell its Turkish startup shares?

Generally, shares may be transferred, but transfer restrictions may arise from Turkish law, the articles of association or shareholder agreements. Limited company share transfers also involve statutory formalities.

Can an investor force a founder to buy its shares?

Only if a valid legal or contractual mechanism provides such a right. A properly structured put option is commonly used for this purpose.

Can the startup itself purchase the investor’s shares?

Potentially, but Turkish Commercial Code restrictions on a company’s acquisition of its own shares must be respected. In limited companies, Article 612 generally imposes a 10% threshold, subject to specific exceptions.

What is the best protection for a minority foreign investor?

There is no single solution, but important protections may include tag-along rights, information rights, reserved matters, transfer rights, put options and clearly drafted exit mechanisms.

Can the investor sell its shares during another funding round?

Yes. A later financing round may combine a primary capital increase with a secondary sale of existing shareholders’ shares, depending on the agreed structure.

Can a foreign investor exit through an IPO?

Yes, where the company becomes eligible for a public offering and completes the required Capital Markets Board process. Turkish capital markets procedures contemplate both new share issuances and public offerings involving existing shareholder shares.

Can a limited company shareholder leave through court proceedings?

In appropriate circumstances, yes. Under TCC Article 638, a limited company shareholder may seek judicial exit where just cause exists. This is a legal remedy for qualifying circumstances rather than an ordinary investment liquidity mechanism.

Conclusion

A foreign investor’s ability to exit a Turkish startup depends far less on the fact that the investor is foreign than on how the investment documents were structured at the beginning.

The principal exit routes may include:

• selling shares to another investor;
• selling shares back to founders;
• secondary sales during future investment rounds;
• exercising a contractual put option;
• participating in a founder sale through tag-along rights;
• selling the entire company through drag-along arrangements;
• strategic acquisition;
• merger;
• IPO;
• partial secondary exit;
• or, in certain limited-company disputes, judicial exit mechanisms.

The most important lesson is that an investor should not rely exclusively on the expectation that:

“The startup will eventually be sold.”

A sophisticated investment structure should also answer:

What happens if it is not sold?

Who can purchase the investor’s shares?

How will the price be calculated?

Can founders block the transfer?

What happens if the founder sells first?

Can a minority shareholder prevent a company-wide exit?

Is the proposed buyback legally possible?

How will sale proceeds be transferred abroad?

An investment may look highly successful on paper while remaining commercially illiquid.

For foreign investors entering Turkish startups, a well-designed exit mechanism should therefore be treated as a central part of the investment agreement rather than an issue to be negotiated years later.

This article provides general information regarding Turkish law and does not constitute legal advice. Exit structures should be reviewed according to the company’s legal form, articles of association, shareholders’ agreement, investment documents, regulatory status and the circumstances of the proposed transaction.