Are company books, bank records or financial documents being hidden from a foreign shareholder in Turkey? Learn about shareholder information rights, court applications, special audits, director liability and evidence preservation.

A foreign shareholder who is denied access to company books, financial statements, accounting records or information about suspicious transactions in Turkey should not assume that the controlling shareholder or company manager can simply refuse disclosure because they control management. Turkish company law recognizes information and inspection rights, although the scope and procedure differ significantly between a joint stock company (anonim şirket – A.Ş.) and a limited liability company (limited şirket – Ltd. Şti.). The problem becomes particularly serious when records are withheld at the same time that company money is allegedly disappearing, assets are being transferred to related companies, shareholders’ personal accounts are receiving company funds, unexplained consultancy payments are being made or the foreign investor has suddenly been removed from management. In these circumstances, the objective is not merely to “see the books.” The foreign shareholder should build a documented legal process showing what information was requested, why it is relevant, who refused access, what explanation was given and which transactions require investigation.

Can a Foreign Shareholder Request Company Financial Information in Turkey?

Yes, subject to the rules governing the particular type of company.

Foreign nationality does not in itself deprive a shareholder of the information and inspection rights attached to their shareholding.

The first question should therefore be:

Is the Turkish company an A.Ş. or a Ltd. Şti.?

This distinction is essential because the statutory mechanisms are different.

Information Rights in a Turkish Joint Stock Company – TCC Article 437

For an anonim şirket, Article 437 of the Turkish Commercial Code regulates shareholders’ information and inspection rights.

Financial statements, consolidated financial statements, the board’s annual activity report, audit reports and the board’s profit-distribution proposal are subject to specific shareholder-access rules around the general assembly. A shareholder may also request information from the board concerning company affairs at the general assembly.

However, access to commercial books and correspondence is not unlimited. Inspection of the portions relevant to the shareholder’s question generally requires authorization within the statutory framework.

This is why a foreign shareholder in an A.Ş. should not simply demand unrestricted access to “every document the company has ever produced.”

The request should be legally structured and transaction-specific.

Can the Board Simply Say “Company Secret”?

Not automatically.

Company confidentiality and protectable company interests can legitimately limit disclosure in appropriate circumstances, but they cannot be used as a generic excuse to eliminate the shareholder’s statutory information rights.

The factual reason for refusal matters.

Example of a Potentially Unjustified Refusal

Suppose a foreign investor owns 30% of a Turkish company.

The company’s financial statements show that TRY 80 million was paid under “consultancy and external services.”

The foreign shareholder asks:

Which companies received these payments?

What services were provided?

Were any recipients related to directors or shareholders?

Management replies:

“Commercial secret. No information will be provided.”

Such a response should be evaluated against the shareholder’s statutory rights and the specific circumstances rather than automatically accepted.

Court Application When Information Is Refused in an A.Ş.

A particularly important remedy exists where an A.Ş. shareholder’s information or inspection request is unanswered, unjustifiably rejected or postponed.

Under TCC Article 437, a shareholder can, subject to the statutory conditions and deadlines, apply to the Commercial Court of First Instance (Asliye Ticaret Mahkemesi) at the company’s registered office.

The timing can be critical. In particular, the statute provides a short period following rejection in the circumstances specified by Article 437.

Foreign shareholders should therefore avoid allowing a written rejection to sit unanswered for weeks or months before obtaining legal advice.

Limited Company Shareholders Have a Different Framework

For a limited şirket, TCC Article 614 is particularly important.

A limited-company shareholder can request information from managers concerning the company’s affairs and accounts and can inspect matters within the statutory framework.

This right can be extremely important for foreign investors who own shares in privately held Turkish companies but have been excluded from daily management.

Managers Cannot Arbitrarily Eliminate the Right

Management may have grounds to restrict information in particular circumstances where there is a risk that the shareholder will use the information to the company’s detriment.

However, this is not the same as having an unlimited right to hide company finances.

Where the dispute continues through the corporate mechanism and the general assembly unjustifiably prevents information or inspection, judicial relief may be available.

Why the Difference Between A.Ş. and Ltd. Şti. Matters

A foreign investor should not copy a legal strategy designed for a joint stock company and automatically apply it to a limited company.

The procedural route, scope of inspection and corporate steps can differ.

The company type should therefore be established before sending the formal request.

What Financial Records Should the Foreign Shareholder Request?

The answer depends on what is suspected.

If the shareholder believes company money is missing, the request should focus on documents capable of explaining the financial movements rather than asking vaguely for “all documents.”

Important records may include company financial statements, relevant general-ledger entries, trial balances, shareholder current accounts, invoices, contracts, corporate resolutions, related-party transaction records, expense documentation, cash records and supporting documentation for specific transactions.

Bank Records Require Particular Attention

If the dispute concerns suspicious payments, corporate bank statements may be among the most important pieces of evidence.

The shareholder should identify the relevant period and transactions.

For example:

“Provide the accounting and contractual basis for the EUR 350,000 transferred to Company X on 14 April 2026.”

This is substantially more useful than:

“Give me every bank record.”

Identify Every Company Bank Account

Where financial irregularities are suspected, the investigation should determine whether the company maintains multiple TRY and foreign-currency accounts.

Closed historical accounts can also matter.

Compare Bank Records With Accounting Records

A powerful investigation compares what actually happened at the bank with what was recorded in the accounting system.

Suppose the bank statement shows:

TRY 10 million → Managing Shareholder.

But the general ledger records:

TRY 10 million → Equipment Purchase.

That discrepancy requires an explanation.

Shareholder Current Accounts

Foreign investors should pay particular attention to balances associated with shareholders.

A transaction being entered into a shareholder current account does not, by itself, establish its legitimacy.

The underlying economic transaction must still be identified.

Was There a Genuine Shareholder Loan?

If management claims that millions of lira were transferred as repayment of a shareholder loan, request documentation showing when the shareholder originally provided the money to the company.

The investigation should move backward:

Original Loan → Company Receipt → Accounting Entry → Debt Balance → Repayment Decision → Payment.

Hidden Related-Party Transactions

One reason company records may be withheld is that payments were made to businesses connected with management.

The foreign shareholder should investigate whether significant recipients are owned or controlled by another shareholder, director, spouse, child, sibling or business associate.

Family or commercial connection does not automatically make a transaction unlawful.

It does, however, make the commercial basis of the transaction particularly important.

Consultancy Payments

Suppose EUR 500,000 was paid to a consulting company controlled by the majority shareholder’s relative.

The relevant questions include what services were provided, whether a contract existed, whether reports or other deliverables were produced, how the price was determined and who authorized the transaction.

Invoice Alone May Not Be Enough

An invoice proves that an invoice exists.

It does not necessarily prove that the underlying goods or services were actually supplied.

Supporting commercial evidence should therefore be examined.

Company Records Hidden After a Shareholder Dispute

Timing can be highly significant.

A common sequence may look like this:

Foreign shareholder requests financial information.

Management delays.

Foreign shareholder asks about several large transfers.

Access to accounting software is terminated.

Company email access is removed.

Online banking visibility disappears.

Accountant stops responding.

General assembly documents are withheld.

Assets subsequently begin moving to related companies.

Such a chronology should be carefully documented.

Preserve Evidence of Previous Access

If the foreign shareholder previously had lawful access to accounting systems or corporate reporting platforms, preserve evidence showing when that access existed and when it was removed.

Save Access-Removal Emails

Authentication messages, password-reset notifications and internal correspondence may help establish the chronology.

Do Not Hack Into Company Systems

Losing access does not authorize unauthorized entry into corporate or personal systems.

Evidence should be obtained through lawful corporate and judicial mechanisms.

Request Records in Writing

A verbal request creates unnecessary evidentiary problems.

A written request can establish exactly what information was sought and when.

Make the Request Specific

A useful request identifies the transaction, period and document category.

For example:

“Please provide the contract, invoice, payment documentation, accounting entry and corporate authorization concerning the TRY 12 million payment to Company Y dated 18 June 2026.”

Explain Why the Information Matters

Where appropriate, connect the information request with the shareholder’s legitimate exercise of corporate rights.

Preserve the Response

Management may deny the transaction, claim confidentiality, promise later disclosure or simply remain silent.

Each response should be documented.

Silence Can Matter

If the statutory or corporate procedure requires a response and management provides none, that fact can become important in determining the next legal step.

Do Not Wait Indefinitely

Particularly for A.Ş. information-right proceedings under TCC Article 437, statutory timing requirements can become decisive.

The shareholder should determine the applicable deadline immediately after refusal.

What If the Accountant Has the Records?

The fact that accounting records are physically or electronically held by an external accountant does not necessarily resolve the company’s obligation concerning shareholder information rights.

The shareholder should direct the request through the legally appropriate corporate channel.

What If Management Says “Ask Our Accountant”?

This should not become an endless loop.

The foreign shareholder should document that management was formally requested to provide the information.

What If the Accountant Says “Management Has Forbidden Me”?

Preserve the communication.

It may help establish that the lack of disclosure results from a management decision rather than accidental delay.

General Assembly Can Be Important

For an A.Ş., the general assembly plays an important role in the exercise of information rights.

Questions concerning suspicious transactions should therefore be formulated carefully and the answers—or refusal to answer—should be documented appropriately.

Make Sure the Minutes Reflect the Dispute

If management refuses to answer a material question, the meeting record can become important evidence.

Do Not Sign Inaccurate Minutes Without Objection

If the minutes falsely suggest that complete information was provided, the shareholder should consider the appropriate procedural response rather than allowing an inaccurate record to stand uncontested.

Special Audit in a Turkish Joint Stock Company

Where ordinary information mechanisms do not sufficiently clarify specific transactions, the special audit (özel denetim) provisions of the Turkish Commercial Code can become particularly important.

Under TCC Article 438, a shareholder may request that specific matters be clarified through a special audit where the statutory requirements are satisfied, including the prior use of the information or inspection right.

Special Audit Should Target Specific Events

The request should not simply state:

“Investigate everything.”

A stronger formulation may identify defined transactions.

For example:

“Investigate the payments made between January and June 2026 to Companies X, Y and Z and determine their contractual basis and relationship with company directors.”

What Happens If the General Assembly Approves the Special Audit?

Where the general assembly approves the request, the company or a shareholder may apply to the competent commercial court within the statutory period for appointment of a special auditor.

What If the General Assembly Rejects It?

The Turkish Commercial Code also provides a court route for qualifying shareholders where the general assembly rejects the special-audit request.

The statutory shareholding/value thresholds and the applicable application period should be checked carefully in the specific case.

Why Special Audit Can Be Powerful

A court-appointed special auditor can examine specified corporate events within the scope defined by the court.

This can be particularly valuable where the foreign shareholder cannot independently establish what happened because management controls the company’s documents.

Special Audit Is Not Automatically Available in Every Case

Its statutory prerequisites must be satisfied.

It should therefore form part of a structured information strategy rather than being treated as the first automatic remedy whenever shareholders disagree.

Limited Company: Court Protection of Information Rights

A limited-company shareholder facing unjustified obstruction can also have a judicial route under the framework of TCC Article 614.

The sequence of the manager’s restriction, the shareholder’s application within the corporate mechanism and the general assembly’s position should be analyzed carefully before court proceedings.

Foreign Shareholder Does Not Need Majority Ownership

Information rights are not simply privileges of controlling shareholders.

Minority investors may rely on statutory shareholder protections where their conditions are satisfied.

10% Shareholder Can Still Have Rights

A foreign shareholder should therefore not accept:

“You only own 10%, so you cannot see anything.”

The existence and scope of the relevant right must be determined under Turkish company law.

Majority Shareholder Cannot Personally Own the Books

Company books belong within the company’s legal and organizational structure.

The majority shareholder’s control of management does not convert corporate information into their personal property.

Director and Manager Liability

Hidden records may sometimes be only one symptom of a larger problem.

Suppose management hides the books because company money has been transferred to personal accounts.

In that situation, the case may develop beyond information rights into potential director or manager liability.

TCC Article 553

Where directors or managers culpably breach duties arising from law or the articles of association and cause compensable damage, the liability provisions of the Turkish Commercial Code may become relevant.

The shareholder should therefore investigate not merely whether documents were withheld but what those documents reveal.

Information Case May Be the Beginning, Not the End

Obtaining the records can uncover:

unauthorized transfers, below-market asset sales, fictitious consultancy agreements, shareholder withdrawals, payments to relatives, diverted receivables, undocumented loans or other transactions.

The ultimate litigation may therefore concern company losses rather than access to documents alone.

Company Damage and Shareholder Damage Must Be Distinguished

Suppose the hidden records reveal that EUR 2 million was transferred from the company to a director without a legitimate basis.

The immediate economic loss may principally belong to the company.

A foreign shareholder owning 40% does not automatically acquire a personal EUR 800,000 claim.

The correct damage theory and claimant should be identified before litigation.

Evidence Preservation Is Critical

A shareholder who suspects that financial records may be altered should preserve all lawfully accessible material immediately.

This can include previously supplied financial statements, emails, accounting exports, invoices, board documents, shareholder reports and bank confirmations.

Metadata and Document Dates Can Matter

If a document allegedly created in January appears only after the dispute begins in August, its provenance may require investigation.

Backdated Corporate Documents

Suspiciously created resolutions, invoices or agreements should be preserved in their original electronic form where possible.

Do Not Alter Evidence

Keep original versions.

Do not annotate or overwrite the only available copy.

Hidden Electronic Accounting Records

Modern corporate disputes frequently concern digital rather than physical books.

The shareholder may be excluded from accounting software, ERP systems, cloud document repositories or online reporting dashboards.

The fact that records are electronic does not make the dispute legally irrelevant.

Preserve Screenshots of Access Restrictions

Where lawfully obtained, these may establish when access disappeared.

Identify the Software Used

Knowing which accounting or ERP system contains the records can become relevant when seeking evidence through lawful procedures.

Suspicious Destruction of Records

If there is concrete evidence that records are being destroyed or altered, urgent evidentiary and procedural options should be evaluated.

Evidence Preservation Proceedings

Depending on the circumstances, procedural mechanisms for preserving or determining evidence may become relevant where there is a genuine risk that proof will disappear or become materially harder to obtain later.

Interim Measures

If hidden books are connected with continuing asset transfers, the shareholder should not treat the dispute solely as an information case.

The remaining assets may need immediate protection.

Precautionary Injunction

Where the statutory requirements are satisfied and a specific disputed right requires protection, a precautionary injunction may be considered.

Precautionary Attachment

Where a qualifying monetary receivable exists and its statutory requirements are met, precautionary attachment may instead become relevant.

These remedies serve different purposes.

Do Not Ask to “Freeze the Company” Without a Legal Basis

Interim relief should be targeted, proportionate and connected with the claim.

Hidden Records and Criminal Liability

Refusing shareholder access to company records does not automatically constitute a criminal offense.

Corporate information disputes should generally be analyzed first within the appropriate company-law framework.

However, the underlying conduct may raise separate criminal issues if the evidence shows forged documents, fraudulent transactions, intentional misuse of entrusted company property or other conduct satisfying the elements of a criminal offense.

Forged General Assembly Minutes

If records falsely show that the foreign shareholder attended or approved a transaction, preserve the disputed document.

Forged Signature

Signature examination may become necessary.

Fake Invoices

If company money was removed using fictitious invoices, the transactions should be investigated separately.

Altered Accounting Records

Manipulation of accounting evidence can materially change the litigation strategy.

Criminal Complaint Should Not Replace the Corporate Case

Even where genuine criminal evidence exists, the foreign shareholder may still need corporate proceedings to obtain information and civil proceedings to restore company value.

What If the Company Claims the Records Do Not Exist?

This requires careful investigation.

Determine whether the records should ordinarily have existed, whether earlier references to them can be found and who was responsible for maintaining them.

What If Management Claims the Computer Crashed?

Technical explanations should be verified where the missing records are material.

What If Only Certain Years Are Missing?

Selective gaps can deserve particular scrutiny.

What If Records Exist but Management Keeps Postponing Access?

Repeated postponement can be as practically damaging as an express refusal.

Document every request and promised disclosure date.

Foreign Shareholder Outside Turkey

Living outside Turkey does not automatically prevent the exercise of shareholder rights concerning a Turkish company.

Appropriate representation can be particularly important where corporate meetings and court proceedings must be handled locally.

Foreign Corporate Shareholder

Where the shareholder is itself an overseas company, documents proving corporate existence and representation authority may be required.

Power of Attorney

Foreign-issued powers of attorney and corporate authorization documents should be prepared in a form suitable for their intended use in Turkey.

Documents in Foreign Languages

Relevant shareholder agreements, investment agreements and overseas corporate records may require Turkish translation for proceedings.

First 24 Hours After Access Is Refused

Preserve every financial statement, bank report, accounting export and corporate document already lawfully available. Record the exact systems or documents that became inaccessible and preserve communications showing when access was removed.

First 48 Hours

Identify the company type, review the articles of association and shareholders’ agreement, prepare a specific list of missing documents and identify the transactions requiring explanation.

First 72 Hours

Send or prepare the appropriate formal information and inspection request, preserve proof of delivery and assess the applicable corporate procedure and deadlines if management refuses or remains silent.

Build a Missing Records Matrix

Document → Relevant Period → Previously Available? → Current Holder → Date Requested → Response → Reason for Refusal → Transaction Concerned.

Build a Suspicious Transaction Matrix

Date → Amount → Recipient → Relationship → Accounting Description → Supporting Document Missing → Corporate Approval → Question to Management.

Build an Information Request Matrix

Question → Document Requested → Legal Relevance → Management Response → General Assembly Response → Court Action Required.

Build an Evidence Preservation Matrix

Evidence → Current Location → Risk of Deletion → Existing Copy → Responsible Person → Preservation Action.

Build a Litigation Matrix

Problem → Information Right → Special Audit → Corporate Claim → Director Liability → Interim Protection → Potential Recovery.

Common Mistakes Foreign Shareholders Should Avoid

Do not assume that owning shares gives unrestricted access to every company document at any time. Do not accept the opposite claim that minority shareholders have no information rights. Do not use the same procedure for an A.Ş. and Ltd. Şti. without checking the applicable provisions. Do not make vague requests for “all documents.” Do not rely only on verbal demands. Do not ignore short statutory deadlines following a refusal. Do not secretly access accounts or systems after authorization has been removed. Do not focus solely on obtaining documents while company assets continue to disappear. Do not automatically characterize withholding of information as a crime. Most importantly, do not treat the information-right proceeding as an end in itself when the hidden records may reveal substantial company losses requiring separate recovery proceedings.

2026 Legal Strategy When Company Books Are Hidden From a Foreign Shareholder

The strongest strategy begins by identifying the company type, specific information required and purpose for which it is needed. For an A.Ş., the information and inspection framework under TCC Article 437 should be followed carefully, including the rules governing financial statements, questions at the general assembly, inspection of relevant portions of commercial books and judicial relief following improper refusal or non-response. For a Ltd. Şti., TCC Article 614 provides a separate framework allowing shareholders to request information concerning company affairs and accounts and to inspect particular matters, subject to its statutory limitations and remedies. The shareholder should make precise written requests identifying suspicious transactions and the records necessary to explain them. Every refusal, delay or incomplete answer should be documented. If an A.Ş. shareholder has already exercised information or inspection rights and specific events remain unresolved, the special-audit mechanism may become available under the statutory conditions. Where the records reveal unexplained transfers, asset sales, payments to insiders or other potential losses, the investigation should expand into director and manager liability and recovery of company assets. If evidence or assets are at immediate risk, appropriate evidence-preservation or interim measures should be evaluated promptly. The practical roadmap is therefore: identify whether the company is A.Ş. or Ltd. Şti. → determine the shareholder’s exact status → identify missing records → identify suspicious transactions → preserve documents already available → review articles of association → review shareholders’ agreement → make targeted written information requests → preserve proof of delivery → document refusals and delays → use the applicable general assembly procedure → monitor statutory deadlines → consider court enforcement of information rights → evaluate special audit for an A.Ş. where conditions exist → obtain accounting and financial records → compare bank transactions with the general ledger → investigate related-party payments → identify unexplained company losses → assess director and manager liability → preserve evidence → protect assets where necessary → pursue appropriate corporate and compensation proceedings.

Frequently Asked Questions

1. Can a foreign shareholder inspect company books in Turkey?

Potentially, yes, but the scope and procedure depend on whether the company is an A.Ş. or Ltd. Şti. Share ownership does not necessarily provide unrestricted access to every corporate document.

2. Can the majority shareholder refuse to provide any financial information?

Not merely because they hold a majority. Statutory information and inspection rights must be respected, subject to the limitations provided by Turkish company law.

3. What can an A.Ş. shareholder do if information is refused?

Depending on how the request was made and refused, TCC Article 437 provides a route to the Commercial Court of First Instance. The statutory timing requirements should be checked immediately.

4. What rights does a limited-company shareholder have?

Under TCC Article 614, a limited-company shareholder may request information from managers about company affairs and accounts and may inspect specific matters. Where access is improperly prevented, the statutory corporate and judicial procedure can be pursued.

5. Can management refuse access because of “commercial secrets”?

Confidentiality and protectable company interests can restrict disclosure in circumstances recognized by law, but “commercial secret” is not an unlimited formula that automatically eliminates shareholder information rights.

6. Can a foreign shareholder request a special audit?

In an A.Ş., a shareholder may request a special audit concerning specific events where the requirements of TCC Article 438 and following provisions are satisfied. Prior exercise of the information or inspection right is particularly important.

7. What if the company hides bank statements?

The shareholder should document the request and refusal and pursue the information or evidentiary mechanisms appropriate to the company form and proceedings. Unauthorized access to banking systems should not be attempted.

8. What if company records are being destroyed?

Where there is a concrete risk of loss or alteration of evidence, urgent evidence-preservation and procedural remedies should be evaluated rather than waiting until the main litigation is completed.

9. Can directors be personally liable if hidden records reveal missing money?

Potentially. If directors or managers culpably breached applicable corporate duties and caused compensable company losses, liability proceedings may become relevant.

10. What should a foreign shareholder do first?

Identify the company type and precisely list the documents and transactions requiring explanation. Preserve everything already lawfully available and make the information request through the correct corporate procedure without overlooking applicable deadlines.

Legal Support for Foreign Shareholders Denied Access to Company Records in Turkey

Foreign shareholders who are prevented from accessing company information may require legal assistance concerning shareholder information and inspection rights, company books, financial records, accounting documents, suspicious bank transfers, related-party transactions, special audits, director liability, evidence preservation and recovery of company losses.

Fırat Fesih Kaya Law Office assists foreign investors, international companies and minority shareholders facing corporate transparency and shareholder disputes in Turkey. Fırat Fesih Kaya can assist with formal information and inspection requests, court applications following refusal, special-audit procedures where applicable, investigation of hidden financial transactions and subsequent corporate liability and asset-recovery proceedings.

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