GİRİŞİMLERİN HUKUKA UYGUNLUĞUNDA DİKKAT EDİLMESİ GEREKENLER

THINGS TO CONSIDER IN THE LEGALITY OF STARTUPS

Entrepreneurs need to operate legally to make their commercial activities sustainable, protect their startups, and prevent potential risks. In this article, we address the issues that need to be considered for the legal operation of startup activities within the framework of relevant legal regulations.

Legal protection of business ideas

For a startup to obtain legal protection, it needs to operate legally. In other words, a startup or company that violates public order or ethical principles will not be legally protected.

Intellectual and industrial property rights refer to the rights that prevent others from using the product or service resulting from a startup and ensure its legal recognition. Within this scope, it is clear that intellectual and industrial property rights are legally protected under the provisions of Law No. 5846 on Intellectual and Artistic Works and Law No. 6769 on Industrial Property. It should be emphasized that legal protection is granted for intellectual and artistic works, not for ideas, under the relevant legislation.

The process of transforming startups into companies

Entrepreneurs need to turn their startups into companies as they develop. The determination of the type of the company to be established will be important in terms of tax obligations and legal responsibilities. The company should make some contracts in the establishment phase in order to take preventive measures for potential needs. Non-Disclosure Agreement and Partnership Agreement are the two basic contracts that emerge in this context.

What is Non-Disclosure Agreement?

A Non-Disclosure Agreement is a type of contract that includes the non-disclosure of commercial, financial, legal, and technical information of a company, trademark, license, and copyright to third parties, unless otherwise agreed by the parties. The purpose of a non-disclosure agreement made between partners is to protect and prevent the sharing of confidential information that they share due to the contract.

What is Partnership (Shareholdership) Agreement?

The shareholder agreement is a contract made by the partners before the formation of the company to determine the rules regarding the shares of shareholders in the company and the management of the company. Since there is no special contract for partnership agreements for startups, the parties can make this contract among themselves within the scope of contract freedom. The purpose of this contract is to clearly specify the rights and obligations of the shareholders in question in the relevant company.

The pre-emption right for entrepreneurs is the right given to other shareholders to make an offer for the relevant share if a shareholder is likely to sell their shares. In this case, existing shareholders have pre-emption rights in the sale of some or all of a shareholder's shares. Unless otherwise agreed, the pre-emption right should be proportional to the shareholders' share ratios. This right can be regulated within the framework of the shareholder agreement.

Compliance with the legislation on the processing of personal data

In order for entrepreneurs to operate legally, personal data collected during the data collection stage must be collected and processed in accordance with the Law No. 6698 on the Protection of Personal Data. Since the data processor is responsible for the data under the relevant law, the company will be responsible for processing the personal data after the startup has become a company.

In this context, the company should also take the necessary measures to ensure the security of such personal data. In addition, it is necessary for the company to comply with the relevant law, such as registering with the VERBIS system and preparing non-disclosure agreements.

Compliance of electronic commerce activities with the law

Today, the majority of the application area of startups takes place in electronic media. The Law No. 6563 on Regulation of E-Commerce and secondary regulations constitute the legislation regulating electronic commercial activities. In this context, it is necessary to regulate the e-commerce dimension of startups in compliance with the legislation.

Regulations for the protection of consumers

The rights of the consumer who has reached the startup should be protected within the framework of the protection of the consumer. In this context, entrepreneurs should carry out their commercial activities in compliance with the consumer rights in accordance with the Law No. 6502 on the Protection of Consumers.

Regulations on taxation

The payment of taxes by individuals and legal entities that are taxpayers under the scope of the Income Tax Law No. 193, Corporate Tax Law No. 5520, and Tax Procedure Law No. 213 is an obligation. Within the scope of tax liability, the entrepreneur will have to pay their taxes both before and after the process of transforming their startup into a company.

There are many support programs for entrepreneurs during the process of transforming their startups into companies. All these support programs provided to entrepreneurs are also strengthened by the tax policies applied. You can take a look at our articles entitled state incentives and supports for entrepreneurs and state support and incentives for women entrepreneurs for the support programs that entrepreneurs can benefit from.

Protection of legal relationship between employee and employer

During the process before my startup became a company, the commercial relationship arising from the legal relationship between the employee and the employer was not significant. However, with the establishment of the company, this relationship should be compliant with the Labor Law No. 4857 and the Occupational Health and Safety Law No. 6331. In this context, according to the employment contract arising from the relationship between the employee and the employer, the employee undertakes to fulfill the obligation to perform work, while the employer undertakes to make payment in the specified amount of money.

It is important for the contract to clearly specify the employee's working hours, remuneration, job description, start and end dates in order to regulate the relationship between the employee and the employer in such contracts.

As a result, entrepreneurs must develop their ventures in compliance with legal regulations regarding their business activities. For this purpose, they must act in accordance with the aforementioned legislation for reasons such as legalizing their ventures, preventing legal disputes, and establishing a healthy contractual relationship with the parties.

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