STARTUP HUKUKU HAKKINDA BİLİNMESİ GEREKEN 6 MADDE

6 THINGS TO KNOW ABOUT STARTUP LAW

1. Legal Protection of Ideas

It is not possible to protect ideas alone under legal protection. Protection under the Law on Intellectual and Artistic Works is specific to expression, not the idea itself. For example, computer programs are not a project or idea, but the source and object codes of the program are considered "works" under the law. These expressions are protected by copyright after they are approved. The algorithm, user interface, and flowcharts within the program are also protected by copyright.

Patents under Industrial Property Rights prevent third-party production, use, import, or sale of an invention for a limited time period. The combination of distinguishing letters, words, numbers, images, shapes, logos, etc. related to services and goods is trademark registration. Chemical, biological, and pharmaceutical substances and biotechnological inventions cannot be protected under utility model.

2. Startup Incorporation Process

Ventures should be turned into corporate companies with their founding teams. While making a distinction between company types during the process of setting up a company, tax obligations and legal responsibilities must be taken into account. It is necessary to take precautions regarding future needs. For this purpose, some contracts included in startup law must be made during the establishment phase.

Which Contracts Should Be Arranged?
There are some contracts that startups need to arrange during the establishment phase. Contracts that need to be known in startup law are:

• Non-Disclosure Agreement: It is a contract type made between parties not to disclose company-approved commercial, financial, legal, technical information, trademarks, licenses, and copyright to third parties.
• Contracts for the Assignment of Intellectual and Industrial Property Rights: The transfer of trademark, patent, copyright, and similar property rights created before the relationship between the founding partners or employees and the company begins is provided through this contract.
• Shareholders Agreement: It is a contract before the establishment of the company in which the founding partners determine the shares in the company and the rules regarding company management.

3. Ownership Conditions

In companies with a large number of founding partners, it is essential to distribute the roles of shareholders clearly at the initial stage. The rights and responsibilities of each partner must be separately regulated in clear and understandable language in the shareholder agreement. This way, a possible dispute is prevented. In some cases, founding partners decide when they will receive the shares given by the shareholders and under what conditions. Ownership conditions generally determine whether the shareholders will stay in the venture for a short time or until the business reaches its commercial goal.

4. Pre-emption Rights

Pre-emption right regulations are included in the shareholder agreement. These regulations prevent the dilution of shareholder shares. When shareholders want to sell all or part of their shares, existing shareholders can use their pre-emption rights. By using the right of pre-emption, they can buy the shares on sale under certain conditions. These rights are made proportionally to the shareholders' share ratios, but it is also possible to make a different arrangement.

5. Regulations on Non-Competition

Shareholders undertake not to compete with the company directly or indirectly during the partnership. This regulation determines under what conditions and when activities can be carried out during and after the shareholder period. Regulations on non-competition prevent possible disputes that may arise in the future.

6. Documents to be Arranged in Accordance with the Law on Protection of Personal Data (KVKK)

During data collection, companies must process data in compliance with the KVKK. In addition, administrative and technical measures should be taken to ensure the security of personal data. Registration to the VERBIS system and the creation of an inventory of personal data and a storage and destruction policy are necessary. Privacy policies and similar privacy agreements must also be arranged.

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