The IP (Intellectual Property) package for the startup has 5 legs: (1) Software work registration (FSEK m.2/1-1), (2) IP assignment agreement, (3) OSS compliance, (4) Brand registration (6769 SMK), (5) Domain name + social media accounts.
FSEK scope of the software
- FSEK art.2/1-1: Software in all its forms (source code, compiled code, documentation) is protected as a work.
- Automatic protection; no need for registration. But registration with the General Directorate of Copyright provides strong evidentiary value.
- Moral rights (authorship) cannot be transferred; financial rights (use, modification, reproduction, dissemination) may be transferred.
IP assignment agreement
Founder and team members must always sign IP assignment:
- Founder: Transfers all rights to the company, including the code it wrote before the company was founded (TTK article 341).
- Employee: In the employment contract, "all IP generated during work belongs to the employer" + IP confirmation list renewed every year.
- Consultant/freelance: IP transfer clause in the service agreement + work-for-hire.
Open Source (OSS) Compliance
| License | Permissive? | Copyleft? |
|---|---|---|
| MIT, Apache 2.0, BSD | Yes | No |
| GPL v2/v3 | No | Strong |
| LGPL | Partially | Weak (library only) |
| AGPL | No | Network copyleft (including SaaS) |
| Custom (Elastic, MongoDB SSPL) | Mixed | Mixed |
The most common problem in investor due diligence: Use of AGPL (using AGPL subcomponents when selling closed source products is a big risk).
Trademark registration (6769 SMK)
- Turkpatent application fee and processes.
- Nice classification (class 9 software, class 42 SaaS service, class 35 advertising).
- Madrid System: 100+ countries with one application.
If Founder leaves, who owns the code?
If the IP assignment is signed to the company; complicated dispute if not signed. Investor due diligence definitely checks this issue.
OSS compliance risk for using GitHub?
Public repo defaults to "no license = all rights reserved"; You need to put a license file. Even if it is a private repo, the license of the packages used (npm, pip) should be checked.
Is a patent required for a SaaS startup?
Software patent protection is limited in Türkiye (technical effect is required). Practical: US provisional patent (1 year) + Turkish utility model. Real protection with trademark + trade secret + confidentiality agreements.
Domain hijacking protection?
Register your brand with 6769 SMK; Get .tr and .com.tr domains early; International protection with UDRP (Uniform Domain Name Dispute Resolution).
IP incentive for employee?
Working invention: parallel to TTK article 451. The employer pays additional premiums for important inventions; There should be an additional fee formula in the contract.
Relevant legislation
- Turkish Commercial Code art.331-644 — A.Ş. and LTD establishment, share transfer.
- FSEK art.2/1-1 — Protection of software as a work.
- SMK No. 6769 — Trademark, patent, utility model, design.
- KVKK article 12 — Data security, by-design principle.
- TBK art.193 et seq. — Contracts, guarantees, indemnification.