What should we change in a template articles of association when founding a software company?

Per the Law on Intellectual and Artistic Works, the authority to exercise the economic rights of software created by employees belongs to the company. But if the co-founders aren't official employees, this rule offers zero automatic protection. You must explicitly stipulate in writing that the rights to adapt, reproduce, distribute, and publicly represent the work are assigned to the company.

The trade registry won't let you write vesting schedules or detailed exit protocols into the main articles of association; you can't really deviate from standard clauses. The registrar will simply reject it. So instead of wasting energy fighting the official articles, putting your effort into a parallel, private shareholders' agreement makes way more sense.

Back in 2021, three of us incorporated with equal shares without signing an extra side agreement. In year two, one partner got a job offer and left, but kept his equity. For two years now we can't pass a single decision; even though we hit 350,000 TL in revenue, a new investor walked away from the table because our cap table wasn't clean.

Three clauses you must include in your agreement: 1) Non-compete covenant: an exiting partner shouldn't be allowed to code in a competing market for at least two years. 2) Right of first refusal: if a founder wants to sell their shares, they must offer them to the other first. 3) Drag-along rights: prevents a minority stake from stonewalling a future acquisition.

friendship and business partnerships are completely different beasts unfortunately then put the worst-case scenarios on the table from day one and talk them out calmly. i mean if you dont write down what happens to the shares if one of you decides to walk away tomorrow, youll lose both your friendship and your company.

a 50-50 partnership is an absolute ticking time bomb and at the very least give whoever is actually running ops a casting vote or else legal notices from the notary will be flying the second you have your first real disagreement.

Let your accountant handle the company formation using the standard registry template; don't mess with it and delay the filing. The day it's incorporated, sit down with an IT/startup lawyer to draft an external shareholders' agreement and sign it before a notary. The public filing is just window dressing; the real rules live in the side agreement.

Careful attention must be paid to whether representation and binding signatory powers are exercised solely or jointly in the articles of association. Granting sole signature authority up to a specific monetary cap for routine operational expenses, while requiring joint signatures for major debt commitments and asset disposals, ensures healthy operational efficiency.

I'm curious too. Processes without records never improve, because you don't know what to fix.

If you have questions, write them; I'll answer as best I can.

I'm curious too.

I don't think this advice fits everyone. I mean solutions that work at a small scale collapse when you grow; I learned this late.

The harder it is to reverse a decision the slower you should make it. If you have questions, write them; I'll answer as best I can.

Let me speak from the other side; I'm on the supplier side. When making decisions, write down the worst-case scenario too, not just the best.

The only thing separating friendship from partnership is a written contract. Just leaving this note it might be useful.

i'm writing this so you don't make the same mistake. tbh when making decisions, write down the worst-case scenario too not just the best.

if you have questions write them; I'll anser as best I can.

Thanks a lot, I'll try it today.

The cheap-looking path usually ends up costing more later. When listing, put proof that the product actually works at the very top.

I went through the same thing. If you don't write this down from the start, it leads to arguments later.

A partnership without a payment schedule locks up at the first split. This is my opinion, I'm not claiming it's absolute truth.

Three different views emerged, they all complement each other. Do a small three-month project before talking stocks, so you see each other.

Exactly like that. Are you looking for a partner or a co-founder? They are two different things.