What happens when someone buys your studio

Turkish studios get bought. Peak went to Zynga for $1.8 billion in 2020, Dream Games reached a $5 billion valuation, and Zynga alone acquired three Istanbul studios. If you are building here, an acquisition is a realistic ending, and a few decisions made at incorporation will decide how it goes.

Two of them matter more than the rest. One is buried in the incentive circular and one is in the income tax law, and both are settled years before anyone makes an offer.

Sell the company, not the game

The incentive programme attaches to a company, not to a product. Your Turkish entity is the beneficiary, it holds the filing history, the five-year clocks and the registered products, and it is what an acquirer takes over when they buy the shares. Nothing about the claims changes when the shareholders do.

Sell a game on its own and the position is different. Article 26 of the implementing circular, covering advertising for software, games and apps, says that each product can be supported for one company only, and that where the ownership of a previously supported product changes, the spending of the company taking it over is not supported. Article 31 of the same circular says the same thing for store and platform commissions.

Read that in a deal context and it is a real number. A studio with a live title claiming 25,000,000 TL a year on advertising and 8,000,000 TL on store commissions is carrying support worth around $690,000 a year at roughly 47.7 TRY to the dollar. Buy the company and that continues. Buy the game as an asset and it stops on the day of transfer, for good.

Say that out loud before you negotiate, because the entity itself carries value that an asset deal destroys. Studios that understand it structure the conversation accordingly.

One transitional note for older catalogues: products supported under the previous decision whose ownership changed before the current circular took effect are not caught by this rule when they are first claimed under the new rules.

The Branding Programme has a deadline

Companies on the Branding Programme carry an extra obligation, and it is short.

Article 33 of the Decision requires that after a change in majority shareholding, the brand keeps running its corporate projects and its target-market activities, and that the company gives an undertaking to that effect. Article 60 of the circular puts a clock on it: the continuity undertaking has to be submitted within two months of the change. Miss it, or fail to honour it, and the company and its brand are removed from the programme, with any unpaid applications rejected.

Two months is not long inside a transaction that is also dealing with escrow, warranties and integration. It belongs on the closing checklist rather than in someone's memory.

The share certificate question

The tax side has a detail that costs founders real money and takes an afternoon to prevent.

Under repeated Article 80 of Income Tax Law No. 193, capital gains from selling shares in a joint stock company are exempt from income tax for individual shareholders where two conditions are both met: the shares were held for more than two years, and they are represented by properly issued share certificates, including temporary certificates.

Both conditions, not either. A founder who held shares for six years in a company that never issued certificates does not get the exemption. Turkish joint stock companies are not required to print certificates and many never do, which is how founders end up outside a rule they otherwise satisfy. Issuing them is an administrative step, and the sensible time for it is shortly after incorporation.

A limited company does not have this route at all. The holding period is irrelevant and the gain is taxed at the individual rates that apply at the time of sale. Limited company shares also transfer by notarised deed with a registry filing, which is slower and more visible than transferring certificated shares in a joint stock company.

Where a company rather than an individual is selling, the position is different again: half of the gain on a domestic participation held for at least two years is exempt from corporate tax, subject to conditions on how the proceeds are held and collected, with the rest taxed at the 25% corporate rate.

Where the shareholders sit

For foreign founders the question does not stop at Turkish law. Whether Türkiye taxes the gain, and whether your home country also wants a share of it, depends on where the shares are held and which treaty applies.

That is case by case, and anyone who gives you a confident one-line answer without asking where you live has not understood the question. What can be said plainly is that the structure you put in place at the start decides the answer. Whether the shares sit with you personally or with a holding company, and where that holding company is, are choices made on day one that become expensive to revisit once a buyer is at the table.

Why the entity is worth more than the game

Put the two rules together and a Turkish company turns out to hold things a buyer cannot get any other way.

It holds a filing history, which is what tells an acquirer the claims are clean and the reviewers have accepted them before. It holds the remaining years on each five-year support period, so a studio three years in still has two years running on advertising, store commissions and hosting. It holds the products already registered for support, against annual limits of ten products in the Standard Programme and twenty in the Branding Programme. If it made it into the Branding Programme, it holds something that took an application, a paid preliminary review and a business plan the Ministry approved.

None of that moves with a game. A buyer purchasing the title alone starts with nothing: no history, no clocks, and under the circular no ability to claim on that product at all.

Say that out loud during a negotiation, because it is easy for a buyer used to asset deals in other markets to reach for the familiar structure without realising what it costs them. The share deal is usually better for both sides here, and the seller is the one who has to explain why.

It also changes what you should keep inside the company. Products held in a founder's personal name, or parked in an offshore entity for reasons that made sense at the time, do not travel with a share sale. Whatever you want an acquirer to receive intact needs to sit in the company that does the claiming.

What to do about it now

None of this needs to wait for an offer, and none of it is difficult while the company is small.

• Incorporate as a joint stock company rather than a limited one if an exit is plausible, and issue the share certificates early
• Keep the products in the operating company rather than parking them anywhere else, so that a share sale carries them
• Decide the shareholding structure with your own residence in mind before the cap table gets complicated
• If you enter the Branding Programme, put the two-month continuity undertaking into the file where a future deal team will find it

A studio that does those four things has an exit that is clean on both sides: the incentives keep running for the buyer, which makes the company worth more than its assets, and the gain lands with the founders in the best position Turkish law offers.

The rest of the case for building here, from the 50% and 70% reimbursements to the 0% tax on export income, is what happens in the years before that day. The calculator covers the years in between.