Cap Table Software for Turkey and Central Asia: Why an A.Ş., an AIFC Company, and an IT Park Resident Aren't One Entity

There's no single cap table tool built for "Turkey and Central Asia" because there's no single entity type underneath that phrase. A Turkish A.Ş. grants equity under a commercial code with no ESOP-specific chapter. A Kazakh startup registered in the Astana International Financial Centre operates under English common law inside a country whose civil code says something different. An Uzbek IT Park resident is an ordinary Uzbek LLC that happens to be tax-exempt until 2040. Software that treats one of these as a stand-in for the others will get the other two wrong.

Search "cap table software" from Istanbul, Almaty, or Tashkent and the results are the same generic roundups everyone gets — Carta, Pulley, Eqvista, Cake Equity, ranked by price. None mention a conditional capital increase, an AIFC Court, or an IT Park tax certificate, because none of those concepts exist inside a Delaware C-corp, the entity every one of those tools is quietly built around.

Turkey: equity without an ESOP law

Turkey has never passed ESOP-specific legislation. What exists instead is the Turkish Commercial Code No. 6102 (TCC), which governs share issuance generally, and founders adapt its ordinary mechanisms to grant equity to employees. Three routes lead to direct shareholding under the TCC: a standard capital increase, a conditional capital increase, or a share transfer from an existing holder.

The conditional capital increase is the one most startups reach for, and it has a hard ceiling: shares set aside for it can't exceed half the company's total share capital. Using it also usually means asking existing shareholders to waive their pre-emptive rights over the new shares, which requires an affirmative vote from holders of at least 60% of share capital — not a formality once your cap table has an investor who doesn't want to be diluted without a real conversation first.

Because direct shareholding runs into both friction points, a lot of Turkish tech companies grant phantom stock instead — a contractual right to a cash payment tied to share value, with no shares changing hands and no capital-increase vote required. It's the practical default in a system where a real equity grant requires a shareholder vote every time the pool needs topping up.

Kazakhstan: two jurisdictions, one country

Register a company onshore in Kazakhstan and you get a standard LLP (TOO) under Kazakh civil law — familiar to a local lawyer, unfamiliar to most foreign investors' counsel. Register instead in the Astana International Financial Centre, and you get something structurally different: a separate legal jurisdiction, launched in 2015, running on English common law rather than Kazakhstan's civil code, with its own AIFC Court and an English-language international arbitration center. It isn't a tax-incentive zone bolted onto local law — it's a different body of law, layered inside the same country.

That's why AIFC has become the default registration choice for Kazakh startups courting international capital: foreign directors skip the work-permit requirement, and the contract law an investor's lawyer reviews is the same English-law framework they already know from London or Singapore deals. Registration starts around $4,950 and takes 5 to 20 working days. Tax treatment splits by activity — financial-services income is exempt from corporate tax and VAT through 2066, other income is taxed at Kazakhstan's standard 20% corporate rate and 12% VAT. AIFC's platform has also hosted the first convertible note structure issued anywhere in the CIS — one marker of how far ahead of onshore Kazakh law it is on modern financing instruments, and why an AIFC entity on a cap table is a genuinely different legal animal than the LLP down the street.

Uzbekistan: tax exemption without a parallel legal system

It's tempting to assume IT Park Uzbekistan works like AIFC with a different flag. It doesn't. An IT Park resident is an ordinary Uzbek LLC, governed under standard Uzbek civil law — no separate court system, no imported body of law. What IT Park adds is a tax package layered on top: 0% corporate income tax instead of 15%, 0% social tax instead of 12%, VAT exemption, and a reduced 7.5% personal income tax rate for employees instead of 12%, locked in through 2040, plus a "Zero Risk Program" (up to 12 months of free office space and payroll support) and a Digital Startups Program that co-invests in early ventures. Uzbekistan's pitch is different from Kazakhstan's: not "a legal system your investor's lawyer already trusts," but "a tax bill their model will like."

For a cap table, the consequence is that an IT Park entity's share mechanics are unremarkable Uzbek company law — what needs tracking correctly is the tax status and incentive deadlines sitting alongside the equity, not a different set of instrument rules.

Why the Delaware flip still shows up here too

None of that stops US investors from asking founders here to do what they ask founders in Canada, Africa, and Latin America to do: flip to a Delaware C-corp before the round closes. Most US lead funds default to Delaware entities and treat anything else as due diligence they'd rather not do. The mechanics are the same everywhere: a new Delaware parent acquires 100% of the existing shares, issues mirrored shares at the same percentages, and the original company — Turkish A.Ş., Kazakh LLP or AIFC entity, Uzbek LLC — keeps running underneath as a subsidiary.

What gets left behind differs by country. A Turkish founder who flips loses nothing comparable to Canada's CCPC tax deferral, because Turkey never had ESOP-specific tax treatment to lose. A Kazakh founder already in the AIFC keeps most of the investor-friendly legal framework they wanted anyway — the flip mainly buys US tax treatment (QSBS, ISOs) on top of a jurisdiction that was already common-law. An Uzbek founder loses the IT Park tax holiday the moment the entity restructures out from under the program's terms — a bigger, more calendar-driven decision than most flip guides account for.

Where the generic tools stop, and where a regional-native one hasn't shown up

There's no Trica, no Qapita, no Capboard for this region — no cap table platform built with Turkish conditional-capital-increase math, AIFC's dual-jurisdiction status, or IT Park's tax calendar as a first-class concept. Carta, Pulley, and Eqvista all assume a Delaware C-corp as the default entity and treat everything else as a manual workaround: attach a PDF, add a note, hope the investor's associate doesn't ask a follow-up question the software can't answer. That's the same gap we've written about for founders navigating the Delaware flip out of Canada — a generic tool fails not because its math is wrong, but because it never modeled the jurisdiction the founder actually operates in.

Where Govy fits — and where it honestly doesn't yet

Govy's cap table runs on an event-sourced ledger built to hold more than one entity under a single login — useful while deciding between an onshore Kazakh LLP and an AIFC registration, or tracking a Turkish operating company alongside a Delaware parent post-flip. The general assembly module — convening meetings, computing shareholding-weighted quorum, recording minutes — matters here too: Turkish A.Ş.s carry a statutory annual general assembly obligation, one more thing a Carta-style tool built for a Delaware board doesn't model.

To be direct about the boundary: Govy's jurisdiction-aware legal template pack ships for KSA, UAE, US-Delaware, and the UK today. A Turkish conditional-capital-increase resolution, an AIFC share issuance agreement, or an Uzbek IT Park compliance filing still need your own counsel — same as with any other cap table tool, including the region-blind ones. Our piece on what actually needs a lawyer in an ESOP covers the same principle: some steps are one-time legal judgment calls, and no software should pretend otherwise.

The honest shortlist

If your company is a Delaware C-corp with no remaining Turkish, Kazakh, or Uzbek entity, Carta or Pulley will do the job. If you're still operating locally — an A.Ş. weighing phantom stock against a capital increase, an AIFC company that wants its dual-jurisdiction status tracked accurately, an IT Park resident whose tax-holiday deadline needs to sit next to its cap table — that's the gap nobody's built a regional-native tool for yet, and the one Govy closes on tracking, governance, and data room while you get the local paperwork drafted properly.

See how Govy tracks equity, governance, and fundraising in one ledger at govy.tech.

FAQ

Can a Turkish A.Ş. legally grant employee stock options?

Yes, but only through direct shareholding, since Turkey has no ESOP-specific law — the Turkish Commercial Code No. 6102 governs it through ordinary mechanisms like a conditional capital increase. That route is capped at half the company's total share capital, and waiving existing shareholders' pre-emptive rights needs a vote from holders of at least 60% of share capital. Many Turkish startups sidestep both constraints with phantom stock instead, which pays out like equity without touching the share register.

What is the AIFC and why do Kazakh startups register there instead of onshore?

The Astana International Financial Centre is a separate legal jurisdiction inside Kazakhstan, launched in 2015, running on English common law instead of Kazakhstan's civil code, with its own AIFC Court and an English-language arbitration center. A company registered onshore is a Kazakh LLP under civil law; the same company in the AIFC gets a legal system international investors already recognize, plus no work-permit requirement for foreign directors. Registration starts around $4,950 and takes 5 to 20 working days.

Does Uzbekistan's IT Park work the same way as Kazakhstan's AIFC?

No — the two are structurally different, not just differently priced. AIFC is a separate legal jurisdiction with its own courts and body of law. IT Park is a tax regime layered onto an ordinary Uzbek entity — still a standard LLC under Uzbek civil law, just enrolled in a program exempting it from corporate income tax, VAT, and other taxes through 2040. A Kazakh AIFC company and an Uzbek IT Park resident can both look tax-light for completely different legal reasons.

Do Turkish startups need to flip to Delaware to raise from US investors?

Not legally, but it's the standard path once a US-led round is on the table, for the same reason it's standard in Canada, Africa, and Latin America — most US funds default to investing in a Delaware C-corp and treat anything else as a legal exception. The flip creates a new Delaware parent that acquires 100% of the Turkish entity's shares and issues mirrored shares to the same cap table, leaving the Turkish company running underneath as a subsidiary.

Is there a cap table tool built specifically for Turkey or Central Asia?

Not one with the regional depth Trica or Qapita has for India, or Capboard has for Latin America. Carta, Pulley, and Eqvista have no concept of a Turkish conditional capital increase, an AIFC entity operating under English law inside a civil-law country, or an IT Park tax registration — they're built around a Delaware C-corp as the default and treat everything else as an edge case.