Corporate
Trade Registry Gazette announcements, articles of association (current and history), shareholder registry, board and shareholder resolutions, signature circular, activity certificate.
Reporting & Investor-readiness
Investor Data-Room & DD Support
A clean, indexed virtual data room and an in-the-room responder for your next financing or M&A round, on the Türkiye side. Assembled before the question is asked, defended through closing.
- Per round
- Indexed VDR
- Bilingual responder
- Closing support
What it is
The data room is judged on the quality of the dullest folder in it. The Türkiye side, entity documents, tax filings, payroll, IP, contracts, KVKK, is often where the surprises live, because the documents are Turkish-only, the regulatory landscape is unfamiliar to the buyer's counsel, and the intercompany flow needs explaining in a language that closes the deal rather than opens new questions. We assemble a clean, indexed virtual data room across the standard eight DD areas, translate or annotate documents where the buyer's counsel does not read Turkish, respond to questions through closing within agreed SLAs, and review the reps and warranties so the disclosure schedule is accurate and the bring-down at closing is uneventful.
The room we assemble
Eight folders. Indexed. Translated. Defended.
The Türkiye-side folder is usually the highest-volume folder in any cross-border deal. We build it to the standard a Big-4 buyer expects, in the platform the buyer prefers (Intralinks, Datasite, iDeals, Firmex, Ansarada).
Tax
3 years of corporate-tax returns, 24 months of VAT returns and MUHSGK, transfer-pricing files, service-export evidence file, tax-audit history.
Employment
Employment contract templates, compensation summary by role, ESOP and phantom plan documents, severance accrual schedule, SGK premium service declarations.
IP
TÜRKPATENT registrations, IP assignment evidence (employees and contractors), licensing agreements, domain registrations, source-code custody confirmation.
Contracts
Top customer contracts (App Store / Google Play developer agreements, B2B licensing), top supplier and vendor contracts, partnership agreements, material commercial commitments.
Privacy
KVKK compliance pack, VERBIS registration, DPAs with processors, cross-border transfer documentation, EU representative arrangement if applicable.
Litigation
Disclosure letter, pending and threatened proceedings, prior settled matters, regulatory investigations, employment disputes.
Financial
3 years of TFRS statutory accounts, audit reports, monthly or quarterly management packs, working-capital analysis, intercompany reconciliations.
What buyers usually find
Five Türkiye-side surprises that derail rounds when the file has not been pre-engineered.
Each of these is preventable with the right consulting work in the years before a round. Where the situation already exists, we either remediate or fence the issue inside the disclosure schedule so the buyer prices it correctly instead of walking.
Mispriced intercompany flow
Service fees or royalties to the parent that do not match the transfer-pricing file or the OECD method documented for the engagement.
Thin service-export evidence
Article 10/1-ğ exemption claimed without complete evidence on the four cumulative conditions, especially the ‘used abroad’ test.
Missing IP assignment
Employment and contractor contracts without explicit assignment language for software, art, and design under Law No. 5846.
Contractor misclassification
Freelancer relationships with fixed hours, dedicated equipment, and a single client that a Turkish court would re-class as employment.
Unresolved VAT credit position
Years of accumulated input VAT from service exports never claimed; or claimed without the YMM tasdik where the threshold required it.
How we do it
Intake to closing-day deliverables.
2 to 6 weeks to assemble a complete room. 4 to 12 weeks of active DD. Closing 4 to 12 weeks after.
DD scope intake
The buyer or investor's DD checklist mapped to your Türkiye-side documents. Gaps identified and remediation timeline agreed before the room opens. Where documents are missing, we tell you up front instead of letting the buyer find out.
Data room assembly
Indexed virtual data room (Intralinks, Datasite, iDeals, Firmex, Ansarada, or the buyer's preferred platform) across the eight standard DD folders. Permissions managed. Watermarking applied. Activity logging enabled.
Translation and annotation
Turkish statutory documents (Trade Registry Gazette, articles, tax returns, employment records) translated or annotated in English so the buyer's counsel can work without delay. Sensitive items (player data, source code, payroll records) handled under KVKK and contractual confidentiality.
Q&A response during DD
Buyer's questions answered through the data-room Q&A module within the agreed SLA (typically 48 to 72 hours). The Türkiye-side folder is usually the highest-volume folder in any cross-border deal; we run it without you needing to be in every email thread.
Reps and warranties review
Pre-closing reps and warranties reviewed clause by clause against the data-room evidence. Disclosure schedule drafted to fence in known issues. Turkey-side bring-down certificate prepared for closing.
Closing deliverables
Notarisations, Trade Registry filings (share transfers, articles changes), tax-office notifications, and Migration Management updates handled on the day. Türkiye-side closing checklist run with the buyer's counsel in real time.
What's included
Intake through closing-day filings.
- DD-checklist intake and gap analysis
- Indexed virtual data room across eight DD folders
- Document gathering: corporate, tax, employment, IP, contracts, privacy, litigation, financial
- Translation and annotation for the buyer's counsel
- KVKK-compliant handling of personal data in the room
- Q&A response within agreed SLA (typically 48 to 72 hours)
- Pre-closing reps and warranties review and disclosure-schedule drafting
- Türkiye-side closing-day deliverables (notarisations, Trade Registry, tax office)
- Bring-down certificate preparation
Key facts
DD areas, platforms, and the mechanics of closing in Türkiye.
- Why Türkiye-side is non-trivial
- Turkish statutory documents (Trade Registry Gazette, articles, tax returns, payroll) are produced in Turkish. The buyer's counsel typically reads in English. We translate or annotate so the file moves at the pace of the rest of the DD, not the pace of a translator's queue.
- Eight standard DD areas
- Corporate / entity, tax, employment / labour, IP, contracts, privacy / KVKK, litigation, financial. Sector-specific items (gaming-platform agreements, payment-processor contracts) added on top.
- Common Türkiye-side surprises
- Mispriced intercompany flows (transfer pricing), service-export exemption claimed without complete evidence, employment contracts without explicit IP assignment for software or art, missing tax-residency certificates, unresolved VAT credit position, contractors that look like employees on a closer read.
- VDR platforms supported
- Intralinks, Datasite, Drooms, iDeals, Firmex, Ansarada, DealRoom. We work in the buyer's preferred platform when they have one; we set up Datasite or iDeals where the seller is choosing.
- Timing
- 2 to 6 weeks to assemble a complete room from cold start. 4 to 12 weeks of active DD typical for a financing or M&A. Closing 4 to 12 weeks after DD. Total 3 to 6 months for a typical cross-border round.
- Reps and warranties focus areas
- Tax (including the service-export exemption and transfer-pricing position), IP ownership, compliance with KVKK and labour law, no undisclosed litigation, accurate financial statements, no material adverse change. Each rep tied to a specific evidence pack in the data room.
- KVKK during DD
- Player data, employee records, and customer information processed in the data room fall under KVKK. We apply the lawful basis (typically legitimate interest under the post-2024 amendment for M&A and financing), pseudonymise where appropriate, and document the processing for the buyer's privacy review.
- Closing-day Türkiye work
- Share transfers notarised. Articles updates filed with the Trade Registry. Activity certificate refreshed where the cap table changes. Tax office notified within statutory deadlines. Migration Management updated for any change-of-control implications on work permits.
Bundled in
- StarterNo
- BuilderNo
- Enterprise✓
- Add-on available
Pricing
Included in Enterprise. Standalone: from USD 4,500 per round for a clean, audit-ready seller; scoped per situation where remediation work is needed before the room opens.
Related services
Financial Reporting (IFRS-aligned)
A parallel management view of your Turkish numbers, in TFRS (IFRS-converged) format with IAS 29 inflation accounting handled. Quarterly for Builder, monthly for Enterprise. Built so a Big-4 auditor or an institutional investor picks it up without rework.
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Transfer Pricing Documentation
The arm's-length study, the annual file, and the form filed with your corporate-tax return. Built to OECD and Article 13 standards so the Revenue Administration finds nothing to adjust.
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IP & Royalty Agreements
The intercompany agreements that move IP and revenue between your HQ and the Turkish entity. Arm's-length, bilingual, treaty-aware, and designed to keep the service-export exemption clean.
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Ready to map your setup?
Free 30-minute discovery call. We'll match the right services to your stage and come back with a fixed-fee proposal.