

Is your business partner refusing to provide company records in Turkey? Learn how foreign shareholders can demand financial information, inspect company documents, apply to court, investigate suspicious transactions and protect their investment.
A foreign shareholder in a Turkish company may become concerned when a local business partner suddenly stops providing financial statements, accounting records, bank information, invoices, contracts or corporate decisions. The situation becomes particularly serious when the same partner also controls daily management, banking authority and relationships with the company’s accountant.
A common explanation is:
“You are only a shareholder. You have no right to see the company records.”
That statement can be legally misleading.
Shareholder information and inspection rights are expressly regulated under Turkish company law. However, the exact scope and procedure differ significantly depending on whether the company is structured as a joint-stock company or a limited liability company.
For a foreign shareholder, the correct response is therefore not simply to demand “all company documents.” The investor should identify the company type, establish which statutory information rights apply, make a properly documented request and, if necessary, use the judicial remedies available when access is unlawfully refused.
This can become urgent where denial of information is accompanied by suspicious payments, related-party transactions, unexplained company losses, asset transfers or attempts to remove the foreign investor from management.
Yes, subject to the rules applicable to the relevant company type.
Foreign nationality does not remove shareholder rights arising from ownership of shares in a Turkish company.
The key issue is the shareholder’s legal position rather than nationality.
For limited liability companies, Article 614 provides particularly broad statutory protection: every shareholder may request information from the managers concerning the company’s affairs and accounts and may inspect particular matters.
Joint-stock companies have a different information regime under Article 437. Among other protections, shareholders can request information concerning company affairs at the general meeting, and specified financial documents must be made available before the meeting. (Aydın Ticaret Müdürlüğü)
Foreign investors in limited liability companies should pay particular attention to Article 614.
The provision gives every shareholder the ability to request information from managers concerning the company’s affairs and accounts and to conduct inspection concerning specific matters. (Aydın Ticaret Müdürlüğü)
This can be highly important where a local shareholder is simultaneously serving as manager and controlling the company’s operational information.
A 30% or 40% shareholder does not lose the statutory right merely because another partner controls the majority.
Likewise, a foreign shareholder living outside Turkey does not cease to possess shareholder rights because they are not physically present in the company’s office.
The wording of Article 614 is broad.
It concerns information about the company’s affairs and accounts and permits examination concerning particular matters.
Depending on the circumstances and purpose of the request, relevant material may therefore concern financial activity, transactions, company accounts, contracts or particular corporate events.
However, a shareholder should avoid assuming that Article 614 automatically means unrestricted physical possession of every document ever created by the business.
The nature and scope of the request should be connected to legitimate shareholder information and inspection rights.
Only under the statutory framework.
Article 614 provides that managers may restrict access to the necessary extent where there is a danger that the shareholder will use the information to the detriment of the company. If that occurs, the matter can be taken to the general meeting. (Aydın Ticaret Müdürlüğü)
This is significantly different from a manager simply saying:
“I do not want to give you the records.”
A personal conflict between business partners is not itself a statutory justification for eliminating shareholder information rights.
Confidentiality can be legally relevant, but it is not necessarily a complete answer.
In a limited liability company, Article 614 specifically focuses on whether there is a danger that the shareholder will use the information to the company’s detriment. Any restriction must therefore be evaluated within that statutory framework. (Türkiye Büyük Millet Meclisi)
The company should not automatically be able to convert every financial record into a “company secret” and thereby make meaningful shareholder oversight impossible.
At the same time, the shareholder also has responsibilities concerning confidential company information.
Court proceedings may become available.
Article 614 provides that if the general meeting unjustifiably prevents the shareholder from obtaining information or conducting an inspection, the shareholder may request a judicial decision. The statutory text states that the court’s decision on this matter is final. (Aydın Ticaret Müdürlüğü)
This creates a particularly important enforcement mechanism for foreign minority shareholders.
The controlling partner does not necessarily have the final word merely because they control company management.
Usually, documenting the request carefully is extremely important.
A shareholder dispute can later turn into an argument over whether information was ever requested, what information was requested and whether management actually refused it.
A written request creates an evidentiary record.
Instead of saying:
“Give me all company records immediately.”
a carefully structured request can identify the information and inspection sought, the relevant periods and transactions, and the shareholder capacity in which the request is being made.
The answer depends on the problem.
If the concern is unexplained loss of company money, the request may focus on financial statements, accounting information, specified payments, invoices, contracts and particular transactions.
If the dispute concerns corporate control, management resolutions, general meeting records, representation authority and corporate decisions may be more important.
If the shareholder suspects related-party transactions, records concerning the relevant suppliers or counterparties should be identified.
A targeted request is usually more useful than an unfocused demand for every piece of paper in the company’s possession.
Different rules apply.
Article 437 provides that specified financial statements, consolidated statements, the board’s annual activity report, audit reports and the board’s profit-distribution proposal must be available for shareholder examination for at least fifteen days before the general meeting. Financial statements and consolidated financial statements remain available at the company’s headquarters and branches for one year, and shareholders may request copies of the income statement and balance sheet at the company’s expense. (Aydın Ticaret Müdürlüğü)
The shareholder can also request information at the general meeting concerning company affairs.
Not automatically without procedural requirements.
Article 437 distinguishes between requesting information and inspecting commercial books and correspondence.
For inspection of the parts of commercial books and correspondence relating to the shareholder’s question, authorization from the general meeting or a decision of the board is required. If permission is granted, the inspection may also be performed through an expert. (Aydın Ticaret Müdürlüğü)
This is an important difference from the broader wording governing limited liability companies.
The statutory grounds are limited.
Under Article 437, information may be refused where disclosure would reveal company secrets or endanger other company interests requiring protection. (Aydın Ticaret Müdürlüğü)
Therefore, a board should not refuse merely because the shareholder is asking uncomfortable questions.
Whether the refusal is justified must be assessed according to the statutory grounds and the specific information requested.
Yes, where the statutory requirements are satisfied.
Article 437 provides a judicial remedy where an information or inspection request is left unanswered, unjustifiably refused, postponed or otherwise not fulfilled within the statutory framework.
The shareholder may apply to the commercial court at the company’s registered office. Importantly, Article 437 establishes a ten-day period following rejection for this application; in the other circumstances described by the provision, application may be made after a reasonable period. (Aydın Ticaret Müdürlüğü)
This deadline makes rapid legal assessment particularly important.
Foreign shareholders sometimes spend weeks negotiating after receiving a formal refusal.
That can be dangerous.
Where Article 437 applies, the statute expressly provides a ten-day period following rejection for the judicial application. (Aydın Ticaret Müdürlüğü)
The shareholder should therefore record precisely when the request was made and when the rejection was received.
Do not assume that continuing informal negotiations automatically protects procedural deadlines.
For joint-stock companies, Article 437 expressly states that the information and inspection right cannot be abolished or restricted by the articles of association or a decision of a company body. (Aydın Ticaret Müdürlüğü)
This is a significant protection.
A controlling shareholder cannot simply pass an internal resolution declaring that the foreign minority shareholder will no longer receive financial information.
This creates a separate and potentially stronger source of information rights.
Board members have information and inspection rights connected with their management duties.
Official Ministry of Trade material explains that the information and inspection rights of board members are governed separately and cannot simply be denied by invoking company secrecy in the same manner as an ordinary shareholder request. (https://ticaret.gov.tr)
Therefore, counsel should always determine whether the foreign investor is merely a shareholder or also a board member, manager or authorized representative.
The dispute can become particularly serious.
A person who remains legally responsible for company management but is practically denied access to financial and operational information may face risks extending beyond the value of their investment.
The management structure, registered authority and relevant corporate decisions should be reviewed immediately.
The investor should determine whether management authority has actually been removed or whether the other partner has simply blocked practical access.
Digital access and legal rights are different.
Changing passwords to accounting software, corporate email, online banking or internal servers may prevent practical access.
It does not automatically terminate share ownership or statutory shareholder rights.
Likewise, being physically prevented from entering the office does not itself determine the person’s legal status.
The foreign investor should verify ownership and management through formal corporate documentation rather than relying on the business partner’s statements.
This can be a major warning sign, particularly where the same person controls company banking.
The shareholder should identify why bank information is relevant to the exercise of shareholder rights and use the appropriate statutory information procedure.
If bank statements are available from other lawful sources, preserve them immediately.
The records should then be compared with accounting entries, invoices and contracts.
The company’s accountant may say that they take instructions only from the manager.
Whether the accountant is legally entitled or required to provide documents directly to an individual shareholder depends on the circumstances and relationship.
The shareholder should therefore avoid treating the accountant as a substitute for exercising statutory rights against the company and its management.
The formal information request should normally be directed through the appropriate corporate mechanism.
This can indicate a need for deeper investigation.
For example, the accounting records may describe a payment as a consulting expense while the bank transfer shows money going to an entity connected with the controlling shareholder.
That discrepancy does not automatically prove wrongdoing.
The shareholder should investigate the contract, invoice, services supposedly provided, corporate authorization and relationship between the recipient and management.
Payments to companies connected with a shareholder, director, manager or family member deserve careful examination where their commercial basis is unclear.
Related-party transactions are not automatically unlawful.
The key questions include whether genuine goods or services were supplied, whether pricing was commercially justified, whether proper corporate authorization existed and who ultimately benefited from the transaction.
Information and inspection rights can be critical to answering these questions.
Invoices may reveal where company funds have gone.
The shareholder should identify the particular transactions requiring examination rather than merely alleging that invoices are being hidden.
If the business partner claims that services were purchased, supporting contracts, delivery records or other evidence may also be relevant.
A financial investigation should compare the accounting entry, invoice, bank transfer and underlying commercial activity.
Customer contracts can be relevant where the foreign shareholder suspects that revenue is being diverted.
For example, company sales may suddenly fall while another business connected with the local partner begins dealing with the same customers.
The shareholder should investigate whether customers have been redirected, whether receivables have been assigned or whether payments are going to different accounts.
This can transform a straightforward information dispute into a potentially serious corporate liability matter.
Act quickly.
Identify the customers, invoices, payment instructions and recipient accounts.
Preserve communications showing that customers were instructed to make payments elsewhere.
Determine who owns or controls the recipient business.
If company money or business opportunities are being unlawfully diverted, civil, corporate and potentially criminal remedies may need to be evaluated alongside the information request.
This may require emergency legal action.
A shareholder information lawsuit alone may not adequately protect an asset that is about to be transferred.
The investor should identify the asset, owner, proposed purchaser, sale price and person authorizing the transaction.
Where the statutory requirements are satisfied, interim judicial protection may need to be considered separately.
This is particularly important.
If the shareholder has evidence that assets are being transferred or company funds are disappearing, the strategy should not consist solely of obtaining access to records.
Different remedies may serve different purposes.
An information proceeding may establish access to company data.
An interim measure may seek to prevent imminent harm.
A liability action may pursue losses.
A criminal complaint may become relevant where independently criminal conduct is supported by evidence.
These remedies should not be confused.
In joint-stock companies, special audit rights can become important where particular corporate events require investigation.
Article 438 allows every shareholder, where necessary for exercising shareholder rights and after the information or inspection right has previously been exercised, to request that particular matters be clarified through a special audit. The request can be made at the general meeting even if it is not on the agenda. (Aydın Ticaret Müdürlüğü)
If the general meeting approves the request, the company or any shareholder may apply to the commercial court at the company’s registered office within thirty days for appointment of a special auditor. (Aydın Ticaret Müdürlüğü)
Consider a foreign shareholder who discovers substantial payments to three companies connected with the controlling shareholder.
Management provides only general explanations.
The foreign investor may need more than ordinary financial statements to understand what occurred.
A special audit can become relevant where statutory conditions are satisfied and particular transactions require independent examination.
It is not a general mechanism for unlimited investigation into everything the company has ever done.
The issues should be defined carefully.
Yes.
Minority ownership does not mean having no rights.
A shareholder with 10%, 20%, 30% or 40% may lack voting control but still possess statutory rights.
Depending on company type and shareholding percentage, additional minority rights may also become relevant.
The investor should therefore distinguish between:
not controlling the company and having no legal rights against the company.
They are completely different situations.
Majority ownership provides substantial corporate influence.
It does not eliminate mandatory statutory protections.
The majority shareholder cannot automatically prevent another shareholder from exercising rights granted by law.
Corporate decisions must also comply with applicable statutory rules, the articles and relevant duties.
A 50/50 structure creates additional difficulties.
The refusal to provide information may be part of a broader corporate deadlock.
If neither shareholder can obtain the votes required for significant decisions, the company may become practically paralyzed.
The shareholder agreement and articles should be examined for deadlock procedures, buyout mechanisms, management arrangements and dispute-resolution provisions.
The foreign 49% shareholder may lack ordinary voting control but still retain significant statutory and contractual protections.
The investor should identify information rights, minority rights, general meeting rights and any special contractual protections in the shareholder agreement.
Do not assume that losing a vote means losing the ability to challenge unlawful conduct.
This can be important.
Shareholder agreements sometimes require monthly financial reports, management accounts, budgets, banking information or board reports.
Those contractual rights should be examined separately from statutory company-law rights.
A foreign shareholder may therefore have both statutory and contractual remedies arising from the same refusal.
Keep the complete communication history.
Preserve emails, messages and formal correspondence requesting documents.
Record when requests were sent and how management responded.
If the partner says:
“You will never see the accounts again.”
preserve the original communication.
If management simply ignores repeated requests, preserve evidence showing delivery.
This documentation may become important in later court proceedings.
Being a shareholder does not necessarily authorize every method of obtaining company information.
Do not break into offices.
Do not bypass digital security.
Do not impersonate another employee.
Do not secretly alter access credentials.
Even where the business partner is wrongfully refusing information, questionable self-help can create separate legal and evidentiary problems.
Use the statutory mechanisms available.
This is different.
If the foreign shareholder already lawfully possesses financial reports, emails, resolutions, contracts or other relevant documents, preserve them.
Create secure copies.
Maintain the original electronic versions where possible.
Do not edit the files.
Do not alter metadata.
These documents can later help demonstrate changes in the company’s financial position or management explanations.
Evidence preservation may become urgent.
Backups, accounting providers, banks, customers, suppliers and email systems may contain copies of information no longer available internally.
Where litigation is contemplated and evidence may disappear, judicial evidence-preservation mechanisms should be considered where their statutory requirements are satisfied.
Yes, within the applicable statutory framework.
For limited liability companies, Article 614 expressly provides judicial intervention where the general meeting unjustifiably prevents information or inspection. (Aydın Ticaret Müdürlüğü)
For joint-stock companies, Article 437 provides a specific court application mechanism where information or inspection rights are not properly satisfied. (Aydın Ticaret Müdürlüğü)
The correct procedural route depends on company type and what occurred before the court application.
Both Article 437 for joint-stock companies and the broader company-law framework point to the commercial court connected with the company’s registered office for the relevant information-right proceedings. Article 437 expressly identifies the commercial court at the company’s headquarters. (Aydın Ticaret Müdürlüğü)
The precise jurisdiction and procedural requirements should be checked before filing.
Verify the current corporate registration.
Do not rely solely on an old shareholder agreement or business card.
A registered-office change may affect where the relevant company-law proceeding must be filed.
Current corporate information should therefore be checked at the beginning of the dispute.
Potentially.
Living outside Turkey does not itself eliminate the investor’s shareholder rights.
Properly authorized counsel may handle substantial parts of the corporate dispute, subject to procedural requirements.
This is particularly important where the foreign shareholder has been excluded precisely because the local partner assumes that geographical distance will prevent effective legal action.
This is a common commercial risk.
A foreign investor may be told:
“The company is losing money. Sell your shares now.”
At the same time, the investor is denied the financial information needed to verify the company’s value.
Do not negotiate a final share price blindly.
Reliable information concerning assets, liabilities, revenue, cash flow, receivables and related-party transactions should be obtained before accepting a valuation where possible.
Access to financial information can directly affect exit negotiations.
A company that appears unprofitable may possess valuable real estate, receivables, intellectual property or hidden reserves.
Conversely, a profitable-looking company may have substantial undisclosed liabilities.
The investor should understand the actual financial position before selling or restructuring ownership.
Mismanagement and criminal conduct are not the same thing.
Poor commercial decisions can potentially create corporate liability issues without necessarily amounting to a crime.
The investor should identify what decisions were made, who made them, what duties applied and what loss resulted.
Director or manager liability may require consideration depending on the facts.
Then the dispute may move beyond company law.
For example, documents may indicate that the investor was induced to contribute additional capital through deliberately false information.
That can require separate criminal analysis.
The complaint should identify the specific deception, payment, persons involved and evidence rather than simply asserting that the partner is a fraudster.
The first question is who owns the money.
If company money has allegedly been diverted, the company may be the directly injured party.
A shareholder cannot automatically treat a percentage of corporate money as personally owned merely because they own the same percentage of shares.
This distinction is critical when deciding who should pursue recovery.
Potentially, where the evidence supports independently criminal conduct.
Examples might include alleged fraudulent deception, forged corporate documents or unlawful appropriation of property entrusted to a person.
However, refusing to provide shareholder records does not automatically prove a criminal offence.
A genuine corporate information dispute should not be converted into a criminal complaint merely to pressure the business partner.
Preserve the documents immediately.
Determine where the originals are located and who submitted or relied upon them.
Do not alter the documents.
If the foreign shareholder denies signing a resolution, share-transfer instrument or authorization document, forensic examination and criminal investigation may become relevant alongside corporate proceedings.
Obtain the underlying corporate decisions.
Determine when the change occurred, which body supposedly approved it, how voting occurred and whether the decision was properly registered.
If the foreign shareholder was also a manager or board member, removal from management may affect both practical control and separate legal rights.
General meeting procedures should be examined carefully.
A foreign shareholder should preserve evidence showing whether notice was received and when they learned of the meeting.
Any resolutions adopted should be obtained promptly.
Challenges to corporate decisions can involve strict statutory periods, so delay can materially affect available remedies.
Not every refusal means money is being stolen.
But a sudden change in transparency deserves attention, particularly where the company was previously providing regular financial information.
Warning signs include repeated unexplained losses, new related-party suppliers, sudden increases in management expenses, unexplained cash withdrawals, disappearance of customer revenue, sale of important assets, unusual shareholder loans or refusal to disclose banking information.
Several warning signs appearing simultaneously justify rapid investigation.
Consider a foreign investor holding 40% of a limited liability company.
The local 60% shareholder is also the manager.
For several years, the foreign investor receives quarterly financial information.
The reports suddenly stop.
The manager refuses to provide accounting information and claims that the minority shareholder has “no right to interfere with management.”
The investor subsequently learns that the company has made substantial payments to another business connected with the manager.
The foreign shareholder should first document the information request and identify the specific accounts and transactions requiring inspection.
Because the company is a limited liability company, Article 614 becomes central. The provision grants each shareholder rights concerning company affairs and accounts and provides a mechanism ultimately allowing judicial intervention if access is unjustifiably blocked. (Aydın Ticaret Müdürlüğü)
At the same time, because suspicious payments may be continuing, the investor should not treat the information dispute as the only legal problem.
Potential asset protection, manager liability and recovery issues may require simultaneous analysis.
The shareholder should first confirm the company type, current shareholding, management structure and representation authority. The articles of association, shareholder agreement and recent corporate decisions should be collected.
The investor should then make a precise and documented information request under the appropriate legal framework. The request should identify relevant periods, transactions and documents rather than making an unlimited demand without explanation.
Every response or refusal should be preserved.
Where a joint-stock company formally rejects an Article 437 request, the ten-day judicial application period should be assessed immediately. (Aydın Ticaret Müdürlüğü)
Where a limited liability company manager restricts information under Article 614, the statutory route involving the general meeting and, if access is unjustifiably blocked, the court should be followed. (Aydın Ticaret Müdürlüğü)
If there is evidence that assets or money are currently being transferred, emergency protective measures should be evaluated separately rather than waiting for the information dispute to finish.
Not simply because the shareholder is foreign or a minority investor. Both joint-stock and limited liability companies have statutory information-right regimes. The precise rights and procedures depend on the company type. (Aydın Ticaret Müdürlüğü)
Article 614 allows every shareholder to request information from managers concerning company affairs and accounts and to conduct inspection concerning particular matters. (Aydın Ticaret Müdürlüğü)
The law permits restriction to the necessary extent where there is a danger that the shareholder will use the information to the company’s detriment. The general meeting can then become involved, and unjustified obstruction can ultimately be taken to court. (Aydın Ticaret Müdürlüğü)
Article 437 regulates access to specified financial documents, requests for information at the general meeting and inspection rights concerning relevant commercial books and correspondence subject to statutory conditions. (Aydın Ticaret Müdürlüğü)
Article 437 provides a ten-day period following rejection for the judicial application. Other circumstances covered by the provision use a reasonable-period framework. (Aydın Ticaret Müdürlüğü)
Majority voting control does not automatically eliminate statutory information rights. Mandatory shareholder protections continue to apply according to company type.
In a joint-stock company, Article 438 permits a shareholder who has previously exercised the information or inspection right to request a special audit of specified matters where necessary for exercising shareholder rights. Additional procedural requirements apply. (Aydın Ticaret Müdürlüğü)
The shareholder should identify the relevant transactions and use the applicable information and inspection procedure. If available records indicate ongoing asset diversion, protective and recovery remedies should be assessed separately and urgently.
Refusal alone should not automatically be characterized as a criminal offence. Criminal proceedings should be considered where independent evidence supports suspected criminal conduct such as fraud, document forgery or unlawful appropriation of company property.
Potentially, yes. Foreign residence does not itself eliminate share ownership or statutory shareholder rights, and appropriately authorized legal representation may be used subject to the requirements of the particular proceeding.
A business partner’s refusal to provide company records can be much more than an inconvenience. For a foreign shareholder who cannot independently observe daily operations, access to reliable corporate and financial information is essential for protecting the value of the investment.
The first step is identifying the company type because the legal framework differs substantially. In a limited liability company, Article 614 gives every shareholder a statutory right to request information concerning company affairs and accounts and to inspect particular matters. If management restricts access and the general meeting unjustifiably maintains the restriction, judicial relief is available. (Aydın Ticaret Müdürlüğü)
In a joint-stock company, Article 437 provides a different information and inspection structure. It also contains an important procedural rule: where a request is rejected, the shareholder’s application to the commercial court is subject to a ten-day period following rejection. (Aydın Ticaret Müdürlüğü)
Foreign shareholders should therefore avoid spending months exchanging informal messages while statutory remedies and deadlines are running.
Where denial of information is accompanied by suspicious transfers, related-party payments, unexplained company losses, forged corporate documents or asset sales, the dispute should be examined more broadly. Information-right proceedings, evidence preservation, interim protection, management liability, recovery claims and potential criminal remedies may need to be coordinated.
Fırat Fesih Kaya Law Office assists foreign shareholders, investors and international businesses with shareholder information rights, denial of company records, accounting and financial disputes, minority shareholder protection, business partner disputes, suspicious company transactions, special audits, manager and director liability, corporate asset protection and shareholder litigation in Turkey.
Phone: +90 312 434 22 22
Mobile: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Address: Mevlana Boulevard No: 221, Yıldırım Tower, Balgat, Çankaya, Ankara, Turkey