

Has company money been transferred to a shareholder’s personal bank account in Turkey? Learn how foreign shareholders can trace funds, demand repayment, pursue director liability, seek interim measures and evaluate criminal proceedings.
A foreign shareholder who discovers that money belonging to a Turkish company has been transferred to another shareholder’s personal bank account should not automatically assume either that the transaction is lawful or that it constitutes a crime. Turkish companies may legitimately make payments to shareholders for documented salaries, expense reimbursements, dividends, repayment of shareholder loans, purchase prices or other genuine company obligations. The situation becomes significantly more serious where substantial sums are transferred from the corporate bank account without a clear commercial reason, supporting invoice, corporate resolution or accounting basis and the recipient uses the money personally or refuses to return it. In such cases, the transaction may create company-law liability, repayment and compensation claims, accounting disputes and, depending on the facts and intent, potential criminal-law consequences. Under Article 553 of the Turkish Commercial Code, directors and managers who culpably breach duties arising from law or the articles of association may be responsible for resulting losses to the company, shareholders or creditors. (Ticaret Kanunu) For a foreign investor, the immediate priority should therefore be to establish why the money left the company, who authorized the transfer, where it went afterward and whether the company received anything of equivalent value in return.
Not necessarily. The destination being a shareholder’s personal bank account does not by itself determine whether the payment was lawful.
There must be an examination of the legal and economic basis of the transfer.
For example, a shareholder may also be an employee or manager entitled to receive remuneration. The shareholder may previously have loaned money to the company and subsequently receive repayment. A properly declared dividend may be paid. Legitimate business expenses paid personally by the shareholder may also be reimbursed.
The important question is therefore not simply:
“Did company money enter the shareholder’s personal account?”
The more important question is:
“Why did company money enter that account?”
Warning signs become particularly significant when transfers are large, repeated or unsupported by ordinary company documentation. Concern may also increase where transfers begin immediately after a shareholder dispute, management refuses to disclose bank records, accounting descriptions are vague, alleged invoices cannot be produced or money is subsequently moved to relatives and related companies.
A pattern of unexplained transfers deserves substantially more attention than one isolated accounting error.
Assume a Turkish limited company has two shareholders:
Foreign Shareholder: 40%
Turkish Shareholder/Manager: 60%
The company receives EUR 1.5 million from customers.
Over six months, the Turkish manager transfers EUR 700,000 from the company account into their personal bank account.
The accounting records describe the payments merely as:
“Shareholder current account.”
No shareholder loan agreement is produced.
No dividend resolution exists.
No salary documentation supports the amount.
No expense invoices explain the transfers.
The shareholder then transfers EUR 300,000 to a spouse and uses another EUR 250,000 toward purchasing personal real estate.
This requires detailed corporate, accounting and potentially criminal examination.
The investigation should begin with the source.
Determine exactly how much money left the company.
Do not rely solely on accounting summaries prepared by the person accused of receiving the funds.
The following information should be established for every suspicious payment:
Date → Amount → Company Account → Recipient Account → Transfer Description → Corporate Basis → Accounting Entry → Subsequent Destination.
This can transform a confusing dispute into an identifiable financial pattern.
Money can be removed gradually.
Instead of transferring TRY 20 million once, a shareholder may make dozens of transfers between TRY 100,000 and TRY 500,000.
The cumulative amount can be substantial.
Repeated payments such as TRY 500,000, TRY 750,000 or TRY 1 million without invoices or contractual explanations can warrant further investigation.
They do not prove misconduct by themselves, but their purpose should be established.
Bank descriptions can provide useful clues.
Examples might include:
“Loan repayment”
“Advance”
“Expense”
“Shareholder payment”
“Dividend”
“Consultancy”
“Salary”
The description is evidence, but it is not conclusive.
Calling a payment a “loan repayment” does not prove that a genuine shareholder loan previously existed.
Every substantial corporate payment should have an accounting explanation.
Compare the bank statement with the company’s general ledger and supporting documents.
A transfer may be recorded through an account relating to the shareholder.
That accounting classification should not end the investigation.
Determine the underlying transaction that created the balance.
If the shareholder claims the company owed them money, request evidence showing when the shareholder originally advanced funds to the company.
For example:
Shareholder claims:
“The company repaid my EUR 500,000 loan.”
The next question is:
When did the shareholder lend EUR 500,000 to the company?
If no corresponding earlier transfer, agreement or accounting entry exists, the explanation requires further scrutiny.
A shareholder may legitimately receive distributions where corporate and legal requirements are satisfied.
However, simply transferring money from the company account and later describing it as a dividend does not automatically establish a properly authorized distribution.
The relevant corporate resolutions and financial basis should be examined.
A shareholder who also works for or manages the company may receive legitimate compensation.
The amount, corporate authorization and accounting treatment should be verified.
The shareholder may claim that the transfer reimbursed company expenses previously paid personally.
Request the invoices and original payment evidence.
An advance may also be legitimate.
But an advance should ultimately be accounted for.
If EUR 200,000 was transferred for purchasing equipment, ask:
Was the equipment purchased?
Where is the invoice?
Who owns it?
Where is the unused balance?
Bank access and legal authority are separate issues.
A manager may technically have online banking authority but still be required to use corporate funds in accordance with company interests and applicable duties.
The fact that a manager can legally initiate bank transfers does not mean that company funds become personal money.
Determine who was authorized to represent the company at the relevant time.
Where applicable, examine corporate resolutions supporting the payments.
Certain payments may depend upon or be connected with shareholder resolutions.
The company’s articles may contain specific rules concerning management authority or approvals.
Foreign investors should also examine the shareholders’ agreement.
It may contain provisions requiring joint approval for transactions exceeding a particular threshold.
The shareholders’ agreement states that any payment exceeding EUR 50,000 to a shareholder or related party requires approval of both investors.
The managing shareholder transfers EUR 600,000 to themselves without obtaining that approval.
This can create additional contractual issues alongside the corporate-law analysis.
This is one of the most important parts of the investigation.
Do not stop the analysis at:
Company → Shareholder.
Determine whether the money subsequently moved:
Shareholder → Spouse
Shareholder → Relative
Shareholder → Related Company
Shareholder → Real Estate Purchase
Shareholder → Vehicle Purchase
Shareholder → Investment Account
Shareholder → Cryptocurrency Exchange
The subsequent transactions may become highly relevant to recovery.
Suppose the shareholder argues that EUR 300,000 was transferred for company expenses.
Three days later, EUR 280,000 is used as the purchase price for a personally owned apartment.
That does not automatically decide the case, but it can become highly significant evidence concerning the explanation for the payment.
A recipient may attempt to move funds to a spouse, sibling, parent or child after a dispute begins.
These subsequent transactions should be documented where legally possible.
Money may move from the personal account into another company controlled by the same shareholder.
The corporate structure should therefore be mapped.
Where funds are transferred to a cryptocurrency platform, the financial trail may become more complex but should not simply be abandoned.
Money may also leave Turkey.
The timing, recipient and stated purpose should be documented.
If the shareholder receiving the funds is also a director or manager, personal management liability may become especially important.
Article 553 of the Turkish Commercial Code establishes that founders, board members, managers and liquidators can be responsible where they culpably breach obligations arising from law or the articles of association and thereby cause damage. (Ticaret Kanunu)
Accordingly, the legal analysis should identify the specific duty allegedly breached rather than merely asserting that “the director took company money.”
This is one of the most common misconceptions in shareholder disputes.
Suppose a person owns 80% of a Turkish company.
They do not personally own 80% of the money sitting in the company’s bank account.
The company owns the money.
Share ownership provides corporate and economic rights defined by law and the company’s structure; it does not convert corporate assets into the shareholder’s personal assets.
This distinction is especially important in closely held companies where shareholders sometimes operate informally.
Informality can create major evidentiary problems.
A shareholder accused of misusing company money may argue that corporate and personal accounts were routinely used interchangeably.
That defense requires investigation rather than immediate acceptance or rejection.
Case law concerning alleged misuse of company funds demonstrates the importance of examining the company’s books, bank records and personal account movements comprehensively rather than drawing conclusions from isolated transfers. (İctihatlar)
This can become relevant.
Did everyone know that the manager sometimes paid suppliers personally?
Were customer payments historically collected through personal accounts?
Were these transactions fully reflected in company books?
Did the company ultimately receive the benefit?
Context matters.
The actual economic outcome and intention must be established.
A history of using personal accounts for genuine company transactions does not necessarily justify taking corporate funds for private purposes.
A foreign shareholder who suspects misuse of company money should consider the information and inspection mechanisms available under Turkish company law.
The exact procedure depends significantly on whether the entity is an anonymous company or a limited company.
The shareholder should focus on specific transactions.
For example:
What was the legal basis of the EUR 250,000 transfer dated 10 March?
Which invoice supports it?
Which corporate decision authorized it?
How was it recorded in the general ledger?
Was the amount subsequently returned?
These questions are much more useful than simply demanding “all financial records.”
The key evidence usually includes corporate bank statements, general ledger entries, shareholder current-account records, invoices, expense documents, shareholder loan agreements, board or manager decisions, general assembly resolutions and communications explaining the payments.
Communications may establish the actual purpose of a transfer.
For example, a manager may write:
“I transferred EUR 100,000 to myself temporarily and will return it next week.”
If the money is never returned, that communication can become significant.
Statements acknowledging that company money was used personally should be preserved carefully.
Preserve complete conversations rather than isolated screenshots wherever possible.
Large shareholder disputes frequently require forensic accounting.
The objective is not simply to calculate how much money left the company.
The accountant should establish whether each transaction had a legitimate corporate basis.
Classify each transfer as:
Documented Company Expense
Salary/Remuneration
Dividend
Loan Repayment
Expense Reimbursement
Business Advance
Related-Party Payment
Unexplained Transfer
This can dramatically simplify the litigation.
Do not claim that every transfer represents loss without checking whether funds were later returned.
Suppose TRY 10 million was transferred personally but TRY 7 million was demonstrably used to pay company suppliers.
The analysis should reflect that evidence.
The strongest claim is usually built on verified numbers rather than inflated allegations.
This distinction is essential.
If EUR 1 million belonging to the company is improperly transferred to a shareholder, the immediate loss is generally suffered by the company.
A 40% foreign shareholder may experience an economic reduction in the value of the investment, but that does not automatically mean the shareholder personally owns a direct EUR 400,000 claim.
The correct claimant and damage theory must be established according to the specific remedy.
Potentially, yes.
Where a shareholder received company money without a valid basis, repayment or compensation claims may arise depending on the transaction and applicable law.
Potentially, but the legal basis must be selected carefully.
Shareholder rights, management-liability provisions and the distinction between direct and corporate loss need to be considered.
Where the recipient acted as a director or manager and breached applicable duties, management-liability proceedings may become relevant.
Multiple persons may have participated in the transactions.
For example:
Manager A authorizes transfer → Finance Director B processes payment → Shareholder C receives money → Related Company D receives subsequent transfer.
Each person’s legal position should be assessed separately.
If the recipient appears to be moving assets after the dispute begins, waiting for a final judgment may create serious recovery problems.
Appropriate interim measures should therefore be evaluated early.
Where the foreign shareholder or company has a qualifying monetary claim and the statutory requirements are satisfied, precautionary attachment (ihtiyati haciz) may become an important recovery tool.
Its availability depends on the nature and status of the receivable.
Where the dispute concerns a specific right or asset, a precautionary injunction (ihtiyati tedbir) may instead require consideration.
The two measures serve different legal functions and should not be confused.
Where possible, determine whether the recipient owns:
Real Estate
Vehicles
Company Shares
Bank Assets
Receivables
Investment Assets
The practical purpose of litigation is not merely obtaining a favorable judgment but ultimately recovering value.
If the shareholder starts transferring personal assets after receiving a demand for repayment, those transactions should be documented.
Depending on the subsequent enforcement situation and statutory conditions, transfers designed to prejudice creditors may raise additional recovery issues.
Turkish enforcement law contains remedies concerning certain transactions prejudicing creditors.
However, tasarrufun iptali should not automatically be treated as available merely because suspicious transfers occurred. The statutory enforcement conditions and relevant time periods must be separately established.
A supposed sale or transfer to a relative may also be alleged to be fictitious in appropriate circumstances.
Simulation and avoidance proceedings are distinct legal concepts and should not be used interchangeably.
There is no automatic rule that an allegation permits all personal accounts to be frozen.
Depending on the type of proceeding, evidence and statutory conditions, different interim or criminal-procedure measures may potentially apply.
A targeted legal application should identify the relevant claim, transaction and risk.
Terminology matters.
For ordinary private companies, one should not automatically describe every alleged appropriation of company funds as the public-official offense of zimmet.
Depending on the facts, breach of trust (güveni kötüye kullanma) under TCK Article 155 may instead require examination.
Article 155 covers circumstances where property entrusted for a particular purpose is dealt with contrary to that purpose for the benefit of the person or another; its second paragraph provides a qualified form connected with commercial, professional or service relationships or authority to administer another person’s property. (TBMM CDM)
Whether TCK Article 155 applies depends on the precise relationship between the person, the company and the money.
It should not be assumed merely because a suspicious transfer exists.
Intent, authority, purpose of possession or administration and subsequent conduct all require examination.
A 2026 Court of Cassation decision concerning an allegation against a company manager involved claims that the manager withdrew money from the company’s bank account and failed to return it to the company. The dispute illustrates that allegations of misuse of corporate funds require close examination of the evidence and procedural record rather than automatic criminal characterization. (Kanun Yolu)
Earlier case law likewise demonstrates the importance of company books, personal bank accounts and expert financial examination where a manager argues that personal accounts were actually used for company business. (İctihatlar)
This distinction is extremely important for foreign shareholders.
A criminal complaint asks:
Was a criminal offense committed?
Asset recovery asks:
How does the company get its money back?
These objectives can overlap but are not identical.
Even where criminal proceedings are justified, corporate and civil recovery options should be assessed independently.
A genuine disagreement about a shareholder loan, dividend or expense reimbursement should not automatically be characterized as criminal conduct.
Concrete evidence should support the alleged offense.
Where money was obtained through deceptive representations rather than merely misused after lawful control was obtained, fraud provisions may require separate analysis.
If the recipient created fake invoices, false board resolutions or forged shareholder approvals to justify the transfers, separate criminal issues may arise.
Manipulation of company books can also significantly change the legal assessment.
Foreign shareholders who suspect misconduct should preserve available records promptly.
Evidence should be preserved lawfully.
A shareholder dispute does not authorize unauthorized access to private accounts or computer systems.
Unexplained shareholder withdrawals may also have accounting and tax consequences.
These should be analyzed separately from civil and criminal liability.
Repeated personal payments can affect how the company’s accounts and taxable transactions are characterized.
Professional accounting and tax analysis may therefore be required alongside corporate litigation.
A shareholder living abroad can still pursue remedies concerning a Turkish company.
Physical residence in Turkey is not necessarily required for every stage of the proceedings.
Where the investor is itself a foreign corporation, corporate authorization documents may be required for Turkish proceedings.
Properly structured representation can allow the foreign investor to pursue company records, litigation and asset-recovery procedures in Turkey.
If the foreign investor originally funded the company, retain SWIFT records and international bank statements.
These may help establish the company’s financing history.
This can reveal a powerful pattern.
For example:
Foreign Investor contributes EUR 2 million.
Company receives funds.
Within 30 days, Turkish manager transfers EUR 1.2 million personally.
No major business investment occurs.
The timing deserves careful investigation.
If funds were contributed specifically as company capital, corporate records should establish how they were recorded and subsequently used.
If the investor paid money directly to another shareholder to purchase existing shares, those funds may never have belonged to the company.
This distinction is critical.
Was payment made:
to the Company?
or
to the Selling Shareholder?
The answer can fundamentally change the recovery claim.
Preserve currently accessible bank statements, accounting records, corporate resolutions, invoices, emails and messages. Identify the amount transferred and determine whether additional payments are still being made.
Classify every suspicious transfer and request supporting documentation. Identify the recipient’s personal and related-company connections and determine whether money was subsequently transferred elsewhere.
Calculate the preliminary unexplained balance, evaluate shareholder information rights, identify potential responsible directors and managers and assess whether urgent asset-preservation measures are legally available.
Date → Amount → Company Account → Personal Account → Description → Supporting Document → Accounting Entry → Explanation.
Company → Shareholder → Relative/Company/Asset → Date → Amount → Current Trace.
Transfer → Authorized By → Corporate Decision → Authority → Supporting Document → Potential Conflict.
Total Transfers → Legitimate Expenses → Returned Funds → Valid Remuneration → Valid Loan Repayment → Unexplained Amount → Estimated Company Loss.
Recipient → Current Assets → Subsequent Transfers → Claim → Interim Measure → Enforcement Possibility.
Do not assume every personal-account transfer constitutes theft. Do not accept the phrase “shareholder current account” as a complete explanation. Do not rely solely on the company’s accounting entries without checking bank movements. Do not calculate company loss before deducting legitimate expenses or returned funds. Do not assume majority ownership gives the partner a right to use company money personally. Do not overlook spouse, relative and related-company transfers. Do not file an unsupported criminal complaint merely to pressure the other shareholder. Do not confuse company damage with the foreign shareholder’s direct personal damage. Do not wait until money has been converted into other assets or transferred abroad. Most importantly, do not focus solely on proving wrongdoing while ignoring how the money can actually be recovered.
The strongest strategy begins with bank records rather than accusations. Every transfer from the company to the shareholder should be identified and classified according to its alleged legal basis. The shareholder’s explanation should then be tested against corporate resolutions, invoices, expense records, loan documentation and accounting entries. Where a loan repayment is alleged, the original shareholder financing should be established. Where remuneration is alleged, the corporate basis and amount should be examined. Where expense reimbursement is claimed, invoices and original payments should be verified. Once legitimate transactions are separated, the unexplained balance can be calculated. The money trail should then continue beyond the personal account to determine whether funds were transferred to relatives, related companies, investment accounts, cryptocurrency platforms or used to acquire property. If the recipient was a director or manager, potential liability for breach of corporate duties should be examined under the Turkish Commercial Code, including Article 553 where applicable. (Ticaret Kanunu) If the evidence indicates intentional personal appropriation of money entrusted through a commercial or management relationship, the potential application of TCK Article 155 should be assessed separately and carefully rather than presumed. (TBMM CDM) The practical roadmap is therefore: obtain company bank statements → identify every personal transfer → classify each transaction → obtain supporting documents → examine corporate authorization → verify accounting entries → reconstruct shareholder loans → verify dividends and remuneration → deduct legitimate expenses → calculate unexplained funds → trace subsequent transfers → identify acquired assets → map relatives and related companies → calculate company loss → distinguish corporate loss from direct shareholder loss → assess director and manager liability → evaluate repayment and compensation proceedings → consider appropriate interim measures → separately assess criminal liability where evidence supports it → obtain judgment → pursue enforcement and asset recovery.
Potentially, yes, if there is a genuine and lawful basis such as documented remuneration, dividend distribution, expense reimbursement or repayment of a legitimate debt. The legal basis and corporate documentation should be verified.
No. Company property belongs to the company as a separate legal entity. Majority ownership does not automatically convert company funds into the shareholder’s personal property.
The accounting description alone does not resolve the issue. The underlying transaction creating the debit or credit should be identified and supported by evidence.
Potentially, where the shareholder received company funds without a valid legal basis. The precise repayment or compensation claim depends on the circumstances.
Potentially, but company loss and direct shareholder loss must be distinguished. If company money was removed, the immediate loss may primarily belong to the company.
Different interim measures may potentially be available where their statutory requirements are satisfied. There is no automatic asset freeze merely because suspicious transfers are alleged.
The subsequent money trail should be investigated. Depending on the legal circumstances, these transactions may affect asset-recovery and enforcement strategy.
Not automatically. The legal basis, authority, intent and use of the funds must be established. In appropriate circumstances, breach of trust under TCK Article 155 or another offense may require examination. (TBMM CDM)
Company and personal bank movements, accounting records, invoices, shareholder loan documentation, corporate resolutions, emails, WhatsApp communications and evidence showing what happened to the money after the transfer are particularly important.
Secure the financial evidence and stop relying on verbal explanations. Establish every transfer, its alleged purpose, supporting documentation and subsequent destination before deciding which civil, corporate or criminal remedy is appropriate.
Foreign shareholders who discover suspicious payments from a Turkish company’s bank account may need coordinated assistance concerning bank-transfer tracing, shareholder current accounts, corporate records, director and manager liability, repayment claims, compensation, interim measures and potential criminal proceedings.
Fırat Fesih Kaya Law Office provides legal assistance to foreign investors, shareholders, international companies and executives involved in disputes concerning misuse or unauthorized transfer of company funds in Turkey.
Fırat Fesih Kaya can assist with tracing corporate funds, examining accounting and bank records, determining the legal basis of shareholder payments, pursuing director and manager liability, seeking recovery of company losses and coordinating civil and criminal proceedings where necessary.
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