Can foreign directors be personally liable during a financial crime investigation in Turkey? Learn when directors, managers and executives may face personal criminal exposure involving money laundering, fraud, company accounts, suspicious transfers and corporate funds.

Yes. A foreign company director, manager or executive can potentially face personal criminal liability during a financial crime investigation in Turkey.

However, being a director of a company under investigation does not automatically make that person criminally liable.

Turkish criminal law is fundamentally based on personal criminal responsibility. Accordingly, authorities must examine the individual director’s own conduct and alleged involvement rather than automatically attributing every company transaction to every director.

The critical questions generally include:

• What did the director personally do?
• What did the director know?
• Did the director authorize the transaction?
• Did the director give instructions?
• Did the director sign relevant documents?
• Did the director personally benefit?
• Was the director involved in concealing the source or destination of funds?
• Was the director genuinely managing the company at the relevant time?

This distinction can be particularly important for foreign directors serving on the boards of Turkish subsidiaries of international corporate groups.

Is a Director Automatically Responsible Because the Company Is Under Investigation?

No.

The existence of a financial crime investigation against a company does not automatically establish the criminal liability of its directors.

A company is a separate legal person. The Constitutional Court has also emphasized, in the context of criminal protective measures, that a company has legal personality independent from its shareholders and that measures concerning a company cannot simply be justified by treating the company and its owners as identical.

Likewise, the criminal responsibility of a director requires an individualized examination of that person’s conduct.

A title such as:

• Director;
• Board member;
• General manager;
• Chief executive officer;
• Finance director;
• Authorized signatory;

is important, but the title alone does not prove participation in a financial crime.

What Types of Financial Crime Investigations Can Affect Foreign Directors?

Foreign directors may become involved in investigations concerning allegations such as:

• Money laundering;
• Fraud;
• Misuse of company funds;
• Forged commercial documentation;
• Tax-related criminal conduct;
• Corruption or bribery;
• Illegal payment structures;
• Cyber-enabled fraud;
• Suspicious international transfers;
• Concealment of beneficial ownership;
• Use of companies to transfer alleged criminal proceeds.

The precise elements of criminal liability depend on the offence being investigated.

Can a Director Be Personally Liable for Money Laundering?

Potentially.

The investigation may examine whether the director knowingly participated in transactions involving assets allegedly derived from criminal activity.

Authorities may examine:

• Director’s instructions;
• Banking authority;
• Electronic correspondence;
• Corporate resolutions;
• Payment approvals;
• Accounting records;
• Relationship with counterparties;
• Personal benefit;
• Subsequent movement of money.

A director’s position within the company can provide context, but personal criminal liability cannot properly be established solely from a corporate title.

Does Signing a Bank Transfer Create Automatic Criminal Liability?

No.

A signature can be important evidence, but its meaning depends on the circumstances.

For example, a director may sign:

• Routine supplier payment;
• Payroll transfer;
• Shareholder loan;
• Investment payment;
• Acquisition payment;
• International trade transaction.

The fact that the payment was later investigated does not automatically prove that the director knew the funds were connected with criminal conduct.

Authorities may need to examine what the director knew when approving the transaction.

What If the Director Did Not Know the Money Was Suspicious?

Knowledge and the mental element required for the particular alleged offence can become central issues.

Suppose a foreign-owned company receives EUR 2 million from a customer.

The finance department processes the payment.

Months later, authorities allege that the customer’s money originated from fraud.

The director’s position may depend on matters such as:

• Whether the customer appeared legitimate;
• Whether genuine goods or services were supplied;
• Whether invoices existed;
• Whether the director knew the customer’s background;
• Whether unusual warnings existed;
• Whether the director participated in subsequent transfers;
• Whether the director personally benefited.

A legitimate commercial transaction and knowing participation in laundering criminal proceeds are fundamentally different situations.

What If the Director Personally Ordered the Transfer?

This can substantially increase the importance of the director’s role in the investigation.

Investigators may examine:

• Why the instruction was given;
• Who requested it;
• Recipient;
• Commercial purpose;
• Supporting documents;
• Whether compliance personnel objected;
• Whether the director overrode internal controls;
• What happened to the money afterward.

A director who personally controls a questioned transaction may therefore require an individual defence separate from the company’s defence.

Can Emails and WhatsApp Messages Be Used?

Potentially, where lawfully obtained and admissible.

Digital communications may become important in determining whether a director:

• Knew the transaction’s true purpose;
• Ordered money to be moved;
• Concealed beneficial ownership;
• Requested false documentation;
• Discussed the source of funds;
• Attempted to bypass compliance controls.

Context is critical.

An isolated message should be evaluated together with the surrounding communications and commercial records.

Can the Company’s Accounting Records Be Used Against a Director?

Potentially.

Financial crime investigations frequently involve examination of:

• General ledgers;
• Bank statements;
• Invoices;
• Expense records;
• Shareholder accounts;
• Related-party transactions;
• Cash accounts;
• Loans;
• Consultancy payments;
• Commission payments.

Authorities may compare accounting descriptions with actual banking transactions.

What If the Director Was Only a Nominal Director?

This can be relevant but does not automatically resolve the issue.

A foreign executive may formally appear as a director while actual day-to-day operations are managed by other executives.

Evidence may include:

• Internal delegation documents;
• Signature authorities;
• Organizational charts;
• Board resolutions;
• Job descriptions;
• Email correspondence;
• Banking authorization records.

The investigation should distinguish formal title from actual conduct.

Can Saying “I Was Only a Director on Paper” Be Enough?

Usually not by itself.

The statement should be supported by evidence.

Authorities may examine whether the director:

• Attended board meetings;
• Signed contracts;
• Controlled bank accounts;
• Approved payments;
• Received reports;
• Managed staff;
• Communicated with counterparties.

The factual reality matters.

What If the Director Joined After the Questioned Transactions?

Appointment and resignation dates can become critical.

Suppose:

Questioned transactions: January–June 2024
Director appointed: January 2025

The director should immediately preserve official evidence showing the appointment date.

Relevant documents may include:

• Corporate resolutions;
• Commercial registry records;
• Signature documents;
• Employment agreement;
• Internal appointment records.

Personal liability should not be inferred merely because the person became a director later.

What If the Director Resigned Before the Transactions?

The same principle applies.

A former director should document:

• Effective resignation date;
• Registration;
• Termination of signature authority;
• Handover documents;
• Loss of banking access.

The investigation should focus on the person’s actual involvement during the relevant period.

Can a Foreign Director Be Liable for Another Director’s Actions?

Not automatically.

The conduct of Director A cannot simply be attributed to Director B because both served on the same board.

However, investigators may examine whether Director B:

• Participated;
• Approved the transaction;
• Gave instructions;
• Assisted another person;
• Knowingly facilitated the conduct.

Individual roles should therefore be separated carefully.

What If the Board Approved the Transaction Collectively?

Board minutes become highly important.

Investigators may examine:

• Who attended;
• Who voted;
• Information presented to directors;
• Whether objections were recorded;
• Whether documents were misleading;
• Whether the board decision accurately reflected the transaction.

A collective corporate resolution does not eliminate the need to examine each individual’s role.

Can the Finance Director Be More Exposed Than Other Directors?

Potentially, depending on actual responsibilities.

A finance director may have direct involvement with:

• Bank transfers;
• Treasury operations;
• Accounting;
• Financial reporting;
• Related-party payments;
• Tax documentation;
• International transactions.

But job function alone still does not prove criminal intent.

What About Foreign CEOs?

The same general principle applies.

A CEO may have broad authority but should not automatically be treated as personally responsible for every transaction conducted by a large company.

The investigation should determine whether the CEO personally participated in or knowingly authorized the conduct under investigation.

Can Directors Be Questioned About the Source of Company Funds?

Yes.

MASAK has broad statutory functions concerning financial information and analysis, and the Constitutional Court has described MASAK’s authority to request information and documents from public institutions, natural persons, legal persons and organizations.

Company directors may therefore face questions concerning:

• Source of investment capital;
• Shareholder loans;
• International transfers;
• Customer payments;
• Related-party transfers;
• Beneficial ownership;
• Unusual incoming funds.

What Evidence Can Protect a Director?

Useful evidence may include:

• Board resolutions;
• Internal approvals;
• Contracts;
• Invoices;
• Banking records;
• Compliance reports;
• Due diligence files;
• Audit reports;
• Email correspondence;
• Organizational charts;
• Delegation documents;
• Legal opinions;
• Accounting records.

The objective is to establish what the director actually knew and did.

What If the Director Relied on the Finance Department?

This may be relevant.

In a large organization, directors frequently rely on:

• Finance professionals;
• Accountants;
• Compliance officers;
• External auditors;
• Lawyers;
• Tax advisers.

However, merely stating “the finance department handled everything” may not be sufficient if evidence shows the director personally approved or controlled the transaction.

Can Reliance on Professional Advice Help?

Potentially.

Contemporaneous professional advice may help demonstrate the director’s understanding and good-faith conduct.

Relevant evidence may include:

• Legal opinions;
• Tax advice;
• Compliance memoranda;
• Auditor reports;
• Banking correspondence.

Documents created before the investigation are particularly valuable.

Can a Director Be Personally Liable for Company Tax Problems?

Corporate tax obligations and criminal financial liability should not automatically be treated as the same issue.

Turkish law contains separate rules governing the responsibilities of legal representatives concerning certain public liabilities.

The Constitutional Court has recognized that company legal representatives may have statutory responsibilities concerning the company’s public obligations, while also emphasizing the need for a lawful basis when personal financial consequences are imposed.

Therefore, three different questions should be separated:

Corporate liability

Personal liability for public debts

Personal criminal liability

They are not interchangeable.

Can Company Debts Automatically Become the Director’s Personal Debts?

No general rule makes every corporate debt a director’s personal debt.

Specific statutory provisions may impose liability on legal representatives in particular circumstances, especially concerning certain public receivables.

The precise legal basis and the director’s period of authority must be examined.

Can the Director’s Personal Bank Accounts Be Investigated?

Potentially.

If authorities suspect that corporate funds were transferred to a director personally, investigators may examine relevant personal financial transactions through applicable legal procedures.

Particular attention may be given to:

• Company-to-director payments;
• Unexplained cash withdrawals;
• Personal purchases paid by company;
• Related-party transfers;
• Transfers to family members;
• Offshore accounts.

Can the Director’s Personal Assets Be Frozen?

Potentially, but a separate legal basis and applicable statutory requirements are necessary.

Being a director of a company under investigation does not automatically mean that every personal asset can lawfully be frozen.

The connection between the individual, alleged offence and assets must be examined under the applicable protective-measure provisions.

Can Company Shares Owned by the Director Be Frozen?

Potentially.

Where the statutory requirements of Turkish criminal procedure are satisfied, company shares belonging to a suspect or defendant can become subject to seizure.

This is distinct from criminal liability itself.

A protective measure may be imposed during an investigation before there is a final determination of guilt.

Can the Company Itself Be Criminally Convicted?

Turkish criminal law distinguishes natural persons from legal entities.

The framework generally does not treat a legal entity as criminally punishable in the same manner as a natural person; instead, specific security measures can apply to legal entities where expressly provided by law.

This reinforces the importance of identifying which natural persons allegedly committed or participated in the offence.

Can a Director Lose the Right to Manage Companies After Conviction?

Potentially.

Article 53 of the Turkish Criminal Code provides for deprivation of certain rights as a legal consequence of qualifying intentional criminal convictions, including restrictions concerning acting as a director or auditor of certain legal entities, including companies.

This concerns the consequences of conviction and should not be confused with merely being investigated.

Does Being Investigated Prevent a Director From Continuing to Manage the Company?

Not automatically.

An investigation alone does not necessarily remove the director from office.

However, separate judicial protective measures, corporate decisions or other legal consequences may affect management authority depending on the case.

Can a Trustee Be Appointed to the Company?

In specified investigations, Turkish criminal procedure permits appointment of a trustee to manage company affairs where the statutory requirements are satisfied.

The Constitutional Court has emphasized that this mechanism requires strong grounds for suspicion that an offence is being committed within the company’s activities and that appointment must be necessary to reveal the material truth; it is also limited to the offences specified by law.

A trustee measure should therefore not be confused with the personal criminal liability of an individual director.

Can a Foreign Director Be Detained or Arrested?

Potentially, if the statutory conditions governing criminal protective measures are satisfied.

Foreign nationality alone should not establish criminal responsibility.

However, an investigation involving a foreign executive can create practical issues concerning:

• Summons;
• Statements;
• Travel;
• Residence status;
• International business responsibilities.

Any personal criminal procedure measure should be evaluated separately from corporate liability.

Can a Travel Restriction Be Imposed?

Potentially, depending on the criminal investigation and applicable judicial-control conditions.

Foreign executives who frequently travel internationally should therefore verify their procedural status rather than assuming that being released after questioning means no further measure exists.

Should the Company and Director Use the Same Defence Strategy?

Not automatically.

Their interests may initially appear identical but later diverge.

For example, the company may argue:

“The director acted outside authority.”

The director may argue:

“I acted entirely on behalf of the company under an authorized corporate decision.”

Potential conflicts should therefore be identified early.

What If Several Directors Are Under Investigation?

Each director’s conduct should be mapped separately.

A useful matrix may identify:

Issue	Director A	Director B	Director C
Banking authority	Yes	No	Limited
Signed transaction	Yes	No	No
Board approval	Yes	Yes	Absent
Counterparty contact	Yes	No	No
Personal benefit	Alleged	None	None

This prevents a complex investigation from treating every executive as though they played the same role.

What Evidence Should Be Preserved Immediately?

Foreign directors should preserve:

1. Board minutes;
2. Signature circulars;
3. Banking authorizations;
4. Contracts;
5. Invoices;
6. Internal emails;
7. Compliance reports;
8. Audit records;
9. Accounting documentation;
10. Transaction approvals;
11. Corporate policies;
12. Appointment and resignation records;
13. Source-of-funds documents;
14. Beneficial ownership information.

Evidence should never be altered or recreated after the event.

Should Directors Delete Sensitive Messages?

No.

Deleting documents or communications after learning about an investigation can seriously damage the director’s position and may create additional legal issues.

Preserve potentially relevant:

• Emails;
• Messages;
• Financial records;
• Cloud files;
• Corporate records.

What Should a Foreign Director Do During the First 48 Hours?

Step 1 — Identify the Investigation

Determine the alleged offences and investigation authority.

Step 2 — Establish Personal Status

Is the director a witness, suspect or another participant?

Step 3 — Preserve Evidence

Immediately protect corporate and personal records.

Step 4 — Map the Director’s Role

Identify which questioned transactions the director actually handled.

Step 5 — Separate Corporate and Personal Transactions

Determine whether money moved into personal accounts.

Step 6 — Reconstruct Questioned Payments

Collect contracts, invoices and banking evidence.

Step 7 — Establish Authority

Determine who had banking and signing powers.

Step 8 — Review Internal Compliance

Preserve due diligence and compliance records.

Step 9 — Identify Conflicts

Determine whether company and individual interests diverge.

Step 10 — Avoid Informal Explanations

Financial investigations can involve complex transaction histories. Statements should be based on verified records rather than assumptions.

Frequently Asked Questions

1. Is a foreign director automatically criminally liable if the company is investigated?

No. Personal criminal responsibility requires individualized examination of the director’s own alleged conduct.

2. Can a director be investigated because they signed a suspicious transfer?

Yes, the signature may be investigated, but signing the transaction does not automatically prove criminal knowledge or intent.

3. Can a director’s personal bank account be examined?

Potentially, particularly where investigators suspect that corporate funds were transferred to the director personally.

4. Can a director’s personal assets be frozen?

Potentially, where the statutory requirements for the applicable protective measure are satisfied. Corporate investigation alone does not automatically justify freezing every personal asset.

5. Can a director argue that the finance department handled the transaction?

The actual division of responsibility can be relevant, but it should be supported by corporate records, delegations and evidence of how the company operated.

6. Can foreign directors rely on compliance or legal advice?

Contemporaneous professional advice can be important evidence concerning the director’s knowledge, decision-making and good faith, depending on the circumstances.

7. Can all directors be held responsible for one director’s conduct?

Not automatically. Each director’s personal role, knowledge and alleged participation must be examined.

8. Can a director’s company shares also be seized?

Potentially, where the applicable criminal-procedure requirements for asset seizure are satisfied.

9. Can an investigation prevent a foreign director from leaving Turkey?

A separate judicial-control or other criminal-procedure measure may potentially affect travel. The existence of a company investigation alone does not automatically create a travel restriction.

10. What is the most important defence evidence for a foreign director?

Usually the evidence showing what the director actually knew, what authority they had, which transactions they personally approved, what documentation was available at the time and whether they personally participated in the alleged conduct.

Client-Focused Legal Support for Foreign Company Directors

A foreign director should not assume that a financial investigation involving the company automatically creates personal criminal liability.

The central issue is the individual’s own role.

Financial investigations can involve thousands of corporate transactions, multiple executives and complicated international payment structures. It is therefore essential to distinguish corporate conduct from individual conduct and legitimate management decisions from knowing participation in alleged criminal activity.

Early reconstruction of banking authority, board decisions, payment approvals, source-of-funds documentation, compliance records and internal responsibilities can be critical.

Fırat Fesih Kaya Law Office assists foreign company directors, board members, shareholders and multinational companies with financial crime investigations, MASAK-related proceedings, suspicious international transfers, frozen accounts, asset measures and corporate criminal investigations in Turkey.

Lawyer Fırat Fesih Kaya provides legal assistance in separating corporate and individual responsibility, reconstructing questioned financial transactions, preparing documentary evidence and protecting foreign executives’ procedural and property rights during investigations 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, Office No:148, 06520 Balgat, Çankaya, Ankara, Turkey

This article is intended for general information and does not constitute legal advice. Personal criminal liability depends on the alleged offence, the director’s actual conduct, authority, knowledge, evidence and the circumstances of the individual investigation.