

Has your Turkish business partner transferred company assets to another company? Learn how foreign shareholders can challenge related-party transfers, protect company property, seek injunctions, claim damages and pursue director liability in Turkey.
A foreign shareholder who discovers that a Turkish business partner has transferred company assets to another company should act quickly. The transfer may involve real estate, machinery, vehicles, inventory, customer contracts, trademarks, receivables, cash or an entire operating business being moved from the company in which the foreign investor owns shares to another company controlled by the local partner. The critical legal question is not simply whether an asset transfer occurred. Turkish companies are generally permitted to sell or transfer assets in the ordinary course of business. The real questions are who authorized the transaction, whether the company received fair consideration, whether the receiving company is related to the controlling shareholder or director, whether the transaction served the company’s interests and whether the purpose or effect was to remove economic value from the company at the expense of other shareholders. Under the Turkish Commercial Code (TTK), directors and managers may face liability where they culpably breach duties arising from law or the articles of association and cause damage to the company, shareholders or creditors. (LEXPERA)
For a foreign shareholder, the most serious cases typically involve a pattern rather than one isolated transaction: valuable assets leave Company A → assets move to Company B controlled by the same partner → Company A receives little or no real consideration → customers and employees follow → Company A becomes commercially worthless → foreign shareholder is left holding shares in an empty company. In such circumstances, the legal strategy should focus simultaneously on evidence preservation, corporate records, asset tracing, interim protection and liability.
Not automatically. A company may legitimately sell property, machinery, inventory and other assets.
The transaction becomes legally problematic where, for example, the person arranging it lacks authority, the transaction violates corporate governance rules, company assets are transferred without adequate consideration, management duties are breached or the transaction improperly benefits the controlling shareholder or another related entity.
The current consolidated Turkish Commercial Code remains the starting point for analyzing these corporate-law questions. (LEXPERA)
Consider a Turkish manufacturing company:
Foreign Investor: 40%
Turkish Partner: 60%
The company owns machinery worth approximately EUR 2 million.
The Turkish partner establishes another company that is wholly controlled by him.
The machinery is then sold to the new company for EUR 250,000.
No independent valuation is obtained.
The EUR 250,000 is never actually paid.
The machinery, employees and customers subsequently move to the second company.
The original company stops operating.
The foreign investor’s shares have technically not disappeared, but the economic value underlying those shares may have been stripped away.
This type of transaction requires immediate investigation.
Before challenging a transfer, establish that the property actually belonged to the company.
This sounds obvious, but disputes frequently arise over whether machinery, vehicles or intellectual property were owned by the company, leased to it or personally owned by one shareholder.
Preserve invoices, contracts, title records, accounting records and payment evidence demonstrating how the asset entered the company.
Determine whether the transaction was authorized by the board of directors, company manager, general assembly or another authorized representative.
The required authority depends on the company type, articles of association, transaction and applicable Turkish Commercial Code provisions.
This distinction matters.
An anonim şirket (A.Ş.) and a limited şirket (Ltd. Şti.) operate under different governance provisions of the Turkish Commercial Code.
The analysis should therefore begin by identifying the company type.
The articles may contain rules concerning representation, signature authority, approval requirements or reserved matters.
Determine who had authority to represent the company when the transaction occurred.
If a shareholder personally arranged the transfer without appropriate corporate authority, the validity and consequences of the transaction require separate examination.
A person controlling a company does not automatically have unlimited authority to treat company property as personal property.
Company assets belong to the company.
This distinction is fundamental.
A shareholder owning 60%, 80% or even a larger percentage of shares does not personally own 60% or 80% of each machine, vehicle, bank account or property.
The company is a separate legal entity.
Corporate control must still be exercised within the applicable legal framework.
Where managers or directors breach statutory or contractual duties through culpable conduct, TTK Article 553 provides a basis for liability for resulting damage. (LEXPERA)
This provision can become particularly important where company managers or directors participate in transferring valuable corporate assets to another entity under circumstances that damage the company.
Liability requires analysis of the duty breached, culpability, damage and causal connection.
It should not be assumed merely because a transaction produced a bad commercial result.
A genuinely unsuccessful commercial decision should not automatically be characterized as misconduct.
Suppose management sells old machinery because the company needs liquidity.
The machinery is independently valued at EUR 500,000.
Several offers are obtained.
It is sold for EUR 510,000.
The full purchase price is paid to the company.
That is fundamentally different from transferring EUR 2 million of machinery to the director’s own company for EUR 100,000 without genuine payment.
One of the first questions should therefore be:
What was the asset worth when transferred?
The relevant issue may be the value at the date of transfer, not today’s value.
Specialist expertise may be necessary.
Comparable sales and professional valuation evidence can become important.
Accounting and warehouse records may establish quantities and value.
Trademarks, software, licenses and other intangible assets may require specialized valuation.
Sometimes the most valuable asset transferred is not physical property.
The controlling partner may move the company’s customer relationships to another business.
For example:
Company A has 100 international customers.
The controlling shareholder establishes Company B.
Customers are told:
“From next month, send all orders to Company B.”
Company A then loses most of its revenue.
The foreign shareholder remains invested in Company A while the profitable business operates through Company B.
This requires detailed examination.
Management may transfer key employees to the related company.
The sequence can demonstrate whether an operating business was systematically diverted.
A proper investigation should trace:
Assets → Employees → Customers → Contracts → Revenue → Bank Payments → Intellectual Property.
The fact that the receiving company is controlled by the same shareholder or director is highly relevant.
It does not automatically make every transaction unlawful.
But it increases the importance of examining whether the transaction was conducted at genuine commercial terms and in the transferring company’s interest.
Prepare:
Company A → Shareholders → Directors → Company B → Shareholders → Directors → Common Persons → Family Connections → Business Relationship.
Check when Company B was established.
If it was incorporated immediately before assets began leaving Company A, the chronology may be significant.
Do not examine only the company’s current ownership.
Historical shareholder, director and representation information may reveal who controlled the receiving company at the relevant time.
The receiving company may formally belong to a spouse, sibling, child, employee or trusted associate.
Formal ownership therefore does not necessarily answer the entire factual question.
Who negotiates contracts?
Who instructs employees?
Who controls banking?
Who communicates with customers?
Who receives the economic benefit?
These facts may become relevant depending on the legal claim.
A supposed sale is particularly suspicious where the accounting records show a receivable but no money actually enters the company’s bank account.
Ask:
Sale Price → Invoice → Due Date → Payment → Bank Account → Accounting Entry.
Sometimes accounting records show payment while funds are immediately transferred back.
The complete money flow should therefore be examined.
For example:
Company B pays Company A → Company A transfers same amount to shareholder → shareholder transfers money back to Company B.
Looking only at one transaction can create a misleading impression.
Suppose an asset worth TRY 50 million is transferred for TRY 5 million.
The difference in value may represent a substantial loss to the company.
The circumstances and justification should be investigated.
A particularly useful indicator can arise where Company A transfers property to Company B for TRY 5 million and Company B sells it to an independent third party two weeks later for TRY 45 million.
The subsequent sale can become relevant evidence concerning value and purpose.
Where valuable Turkish real estate is involved, title records become essential.
Determine:
Original Owner → Transfer Date → Buyer → Declared Consideration → Mortgage → Subsequent Transfer → Current Owner.
If remaining company assets are at immediate risk of transfer, waiting until the final judgment may seriously reduce the practical value of litigation.
Depending on the claim and statutory requirements, appropriate interim judicial protection should be evaluated.
A precautionary injunction (ihtiyati tedbir) may potentially be relevant where the statutory conditions are satisfied and the requested measure is appropriate to the disputed right.
The precise relief should be carefully framed.
Courts examine the legal basis, evidence, urgency and proportionality of requested interim measures.
A targeted application supported by concrete documents is generally more meaningful than a vague request to “freeze everything.”
Create an urgent list:
Real Estate
Vehicles
Machinery
Inventory
Bank Accounts
Receivables
Company Shares
Trademarks
Licenses
Major Contracts
Then determine which assets are currently at risk.
A foreign shareholder who suspects asset stripping should use the corporate information and inspection mechanisms applicable to the relevant company type.
The objective is to obtain documentary evidence rather than rely solely on verbal explanations from the controlling partner.
Relevant records may include the general ledger, bank records, invoices, related-party accounts, asset registers and financial statements.
If management claims that machinery or property was legitimately sold, obtain the transaction documents.
An invoice alone does not establish that the purchase price was actually received.
Ask how the sale price was determined.
Determine whether the board or other competent corporate body approved the transaction.
Minutes may reveal whether the transaction was disclosed to shareholders.
Board resolutions can show who voted for the transfer and what reasons were recorded.
These can help establish who executed the transaction.
Repeated refusal to disclose relevant corporate information may itself affect the shareholder’s litigation strategy.
The appropriate information and inspection remedy depends on the company form and the particular right being exercised.
In appropriate circumstances involving an anonymous company, the Turkish Commercial Code’s special-audit mechanisms may become relevant where statutory requirements are satisfied.
A special audit can be particularly important where the shareholder suspects transactions that cannot be adequately investigated through ordinary information rights.
A shareholder may need expert analysis of accounting records and transaction values.
Complex asset-stripping cases often require reconstruction of related-party transactions across multiple companies.
Use:
Date → Asset → Seller → Buyer → Relationship → Book Value → Estimated Market Value → Sale Price → Invoice → Payment → Approving Person.
Use:
Date → Company Account → Amount → Recipient → Recipient Relationship → Description → Subsequent Transfer.
For example:
January: Company B established.
February: Company A’s sales manager moves to Company B.
March: Machinery transferred.
April: Major customers begin paying Company B.
May: Company A’s warehouse lease terminated.
June: Company A reports major losses.
This type of chronology can be more persuasive than hundreds of unorganized documents.
Where the companies form part of a legally relevant group structure, the Turkish Commercial Code’s provisions concerning controlling and dependent companies may become important.
The analysis can differ from an ordinary transaction between unrelated companies.
The Turkish Commercial Code contains specific provisions addressing the exercise of control in company groups and consequences where a dependent company is caused to suffer loss.
Whether Article 202 applies depends on the actual corporate-control structure and facts.
Common ownership does not automatically justify transferring value from one company to another without proper commercial justification.
Each company has its own legal personality and economic interests.
Turkish Commercial Code Article 395 also regulates certain transactions between directors and the company, including restrictions concerning transactions without general-assembly authorization in the circumstances covered by the provision. (LEXPERA)
Related-party transfers should therefore be examined not only economically but also through the applicable corporate-governance provisions.
Potentially.
TTK Article 553 establishes the statutory framework for liability of founders, board members, managers and liquidators where they culpably breach obligations arising from law or the articles and cause damage. (LEXPERA)
The correct plaintiff and nature of the recoverable damage depend on whether the alleged loss is suffered directly by the shareholder or primarily by the company.
This distinction is extremely important.
If machinery belonging to the company is transferred for nothing, the immediate economic loss may primarily belong to the company.
The fact that the shareholder’s shares subsequently lose value does not automatically mean every part of that loss constitutes an independent direct shareholder claim.
The correct damage theory must be established legally and economically.
Where corporate property was improperly transferred, restoration of value to the company may be central.
The Turkish Commercial Code provides shareholder mechanisms that may allow proceedings concerning losses suffered by the company under the applicable statutory conditions.
Do not focus exclusively on the business partner.
Company B may itself be central to the disputed transaction.
Whether claims can be brought against the recipient depends on the legal basis, knowledge, transaction structure and relief sought.
If Company B subsequently transferred the asset to another party, the rights of the later acquirer may become important.
The legal position of an independent third-party purchaser can differ substantially from that of a related company knowingly participating in the transaction.
Recovering an asset can become significantly more complicated after multiple subsequent transfers.
Sometimes the asset transfer is based on a general assembly resolution.
The validity of that corporate decision should then be reviewed.
Check notice procedures.
Improper exclusion can become important.
Voting rights and potential conflicts should be examined.
Obtain the signed minutes.
Depending on the company type and defect involved, annulment or nullity-related remedies may be available under Turkish company law.
Deadlines can be critical.
If assets are disappearing now, waiting months for the next meeting can be commercially disastrous.
Not every improper company transaction constitutes a crime.
Corporate misconduct and criminal liability must be distinguished carefully.
However, where company assets are intentionally appropriated, false documents are created, accounting records are manipulated or deceptive schemes are used, potential criminal-law issues may require separate assessment.
Depending on the precise facts, misuse or appropriation of property entrusted to another can require evaluation under Turkish criminal law.
If deception was used to obtain property or cause financial loss, fraud provisions may potentially become relevant.
Fake board resolutions, invoices, signatures or powers of attorney can create separate criminal-law issues.
Accounting evidence should be preserved before records can be altered or lost.
This is a major strategic point.
A shareholder should not automatically turn every company dispute into a criminal complaint.
The criminal route should be based on evidence satisfying the elements of an actual offense.
If forged documents or deliberate appropriation are genuinely involved, treating the matter only as a civil shareholder dispute can also be inadequate.
A shareholder living in London, Dubai, Berlin, New York or another jurisdiction can still protect rights concerning a Turkish company.
Physical residence outside Turkey does not by itself prevent Turkish corporate litigation.
Appropriate representation can allow many steps to be taken without the foreign shareholder permanently remaining in Turkey.
If the shareholder is itself a foreign company, corporate authority documents may need to be prepared appropriately for use in Turkish proceedings.
Foreign bank records, emails and corporate approvals should be preserved in original form.
Documents submitted to Turkish authorities may require appropriate Turkish translations.
This is often one of the first warning signs.
A shareholder suddenly loses access to accounting software, corporate email, bank reporting or internal systems.
Record when access disappeared.
Preserve screenshots, emails and authentication notifications showing previous access.
Determine whether the change was legally authorized and when it occurred.
Trade registry history can become important.
If the foreign shareholder was also a director or manager, removal from management creates a separate governance issue from ownership of the shares.
These concepts should be kept separate.
A sudden disappearance of profits after related-party transfers can be a warning sign.
Compare historical financial statements.
One particularly damaging structure is:
Company A keeps employees, debts and expenses.
Company B receives customers and revenue.
Company A becomes structurally loss-making while Company B becomes profitable.
This pattern should be investigated closely.
Value may also be extracted through excessive management, consultancy or licensing fees paid to related companies.
The company may lend large sums to entities controlled by the majority shareholder.
The commercial terms and repayment should be examined.
Corporate guarantees can transfer substantial economic risk even where no physical asset moves.
Turkish company law contains specific rules relevant to company/director transactions and group-company relationships. (LEXPERA)
A trademark may be transferred to another company while the original company is then required to pay a license fee to use the same brand.
This can significantly reduce shareholder value.
Technology companies require particular attention because critical assets may be intangible.
A commercially important domain may be moved to another entity.
Control of commercial accounts may also carry substantial value.
The transfer or diversion of customer information may create additional commercial and data-protection issues depending on the circumstances.
The first is the liability case:
Who did what, why was it unlawful and what damage resulted?
The second is the recovery case:
Where are the assets now and how can value actually be restored?
If the responsible person has transferred everything away, a favorable judgment may become difficult to enforce.
Identify property owned by the relevant individuals and companies where legally possible.
Protecting what is still inside Company A may be as important as recovering what already left.
Unusual transfers should be traced through available corporate records and, where necessary, judicial procedures.
Customers may owe substantial amounts to the company.
Determine whether those receivables were assigned to another company.
A controlling partner may divert receivables without transferring physical assets.
This can effectively strip working capital from the company.
Conduct or request an inventory comparison.
Compare purchase, sales and stock records.
These can help identify transferred equipment.
Company-owned vehicles should be mapped.
Historical title movements can reveal whether property was transferred.
The company may own interests in subsidiaries that were transferred to related parties.
The file should contain corporate records, articles of association, shareholder agreements, trade registry history, board resolutions, general assembly minutes, bank statements, accounting records, invoices, asset registers, contracts, emails and WhatsApp communications.
Preserve every document currently available. Identify which assets have already moved and which remain at risk. Obtain corporate and registry information and prevent internal electronic evidence from disappearing where lawfully possible.
Map the receiving company, shareholders, directors and connections with the business partner. Determine the transfer value, consideration and payment status. Identify further transactions that appear imminent.
Evaluate information and inspection rights, corporate proceedings, director-liability claims and appropriate interim judicial protection. Where genuine criminal evidence exists, separately assess the criminal-law strategy.
Asset → Original Owner → Transfer Date → Receiving Company → Relationship → Market Value → Sale Price → Payment Received → Current Location.
Company → Shareholders → Directors → Signature Authority → Actual Controller → Related Persons → Related Companies.
Person → Position → Decision → Duty → Alleged Breach → Company Loss → Evidence → Potential Claim.
Remaining Asset → Estimated Value → Transfer Risk → Evidence → Possible Interim Measure → Urgency.
Do not assume majority ownership allows the local partner to treat company assets as personal property. Do not rely only on verbal explanations. Do not wait until the company is completely empty before requesting corporate records. Do not focus solely on physical assets while customers, contracts and revenue are being diverted. Do not assume every related-party transaction is automatically unlawful. Do not file an unsupported criminal complaint merely to pressure the partner. Do not ignore potential director liability. Do not overlook the receiving company. Do not wait months before investigating asset values and payment flows. Most importantly, do not pursue a final judgment without considering how the remaining assets can be protected during the proceedings.
The strongest strategy begins by reconstructing the company’s economic position before and after the disputed transfers. The foreign shareholder should identify every asset, customer relationship, contract, receivable and revenue stream that moved from the original company and determine where each item went. Corporate records should establish who authorized the transactions, while banking and accounting evidence should establish whether genuine consideration was paid. The ownership and management structure of the receiving company should then be mapped to identify related-party relationships and actual control. Independent valuation may be required where assets appear to have been sold below market value. The duties and potential liability of directors and managers should be assessed under the Turkish Commercial Code, including TTK Article 553 where culpable breaches of statutory or articles-based duties allegedly caused damage. (LEXPERA) Where a controlling-company structure exists, the specific company-group provisions may also require analysis. The consolidated TTK currently reflects amendments through May 2026, so current provisions should be used rather than outdated corporate-law summaries. (LEXPERA) The practical roadmap is therefore: identify transferred assets → identify remaining assets → obtain corporate records → reconstruct ownership → determine who authorized each transfer → identify the receiving company → establish related-party connections → obtain transfer agreements → verify invoices → trace actual payment → obtain historical valuations → trace customers and contracts → investigate diverted receivables → compare pre-transfer and post-transfer financial statements → evaluate shareholder information rights → evaluate special audit where applicable → challenge defective corporate decisions where appropriate → assess director and manager liability → evaluate TTK group-company remedies → seek proportionate interim protection where statutory requirements exist → investigate the receiving company’s role → assess genuine criminal conduct separately → pursue restoration, compensation or other appropriate corporate remedies → enforce any resulting judgment against available assets.
Not merely because they are the majority shareholder. A company is a separate legal person, and transactions involving its assets must comply with applicable corporate law, authority rules and management duties.
A significant undervalue can be important evidence, particularly where the buyer is a related company. Historical market value, commercial justification, corporate authorization and actual payment should all be investigated.
Potentially. Where the statutory conditions are satisfied, appropriate interim judicial protection may be requested. The specific measure depends on the disputed right and evidence of urgency.
Potentially. TTK Article 553 provides for liability where directors or managers culpably breach duties arising from law or the articles and cause damage. The precise nature of the damage and claimant must be analyzed carefully. (LEXPERA)
Potentially, depending on the transaction, legal basis, recipient’s position and relief sought. The receiving company should therefore be investigated rather than focusing exclusively on the business partner.
The formal ownership structure should be established, but the factual and economic relationship between the companies and individuals should also be investigated.
Foreign shareholders have corporate information rights under Turkish law, but the precise procedure and scope depend particularly on whether the company is an anonymous or limited company and the nature of the requested information.
Customer and revenue diversion can be commercially more damaging than transferring machinery. Contracts, communications, invoices and bank receipts should be examined to determine whether the business itself was moved.
No. An improper corporate transaction is not automatically a crime. Criminal liability requires the elements of an applicable offense. Forgery, fraud or deliberate appropriation may require separate analysis where supported by evidence.
Preserve evidence and identify assets that remain at immediate risk. Once the company’s value has been transferred to multiple third parties, practical recovery can become significantly more difficult.
Foreign shareholders who discover suspicious transfers of company property may need immediate assistance concerning related-party transactions, company records, diverted assets, director liability, shareholder information rights, injunctions, special audits, general assembly disputes, asset tracing and compensation claims.
Fırat Fesih Kaya Law Office provides legal assistance to foreign shareholders, investors, international companies and executives involved in shareholder and corporate-control disputes in Turkey.
Fırat Fesih Kaya can assist with investigating suspicious company transfers, protecting remaining corporate assets, shareholder information and inspection procedures, director and manager liability claims, challenges to corporate decisions, interim measures and litigation aimed at restoring company value.
Phone: +90 312 434 22 22
Mobile Phone: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Address: Mevlana Boulevard No: 221, Yildirim Tower, Balgat, Cankaya / Ankara, Turkey