What can foreign investors do when a Turkish company manager refuses to provide bank statements, accounts or financial records? Learn about shareholder information rights, court remedies, evidence preservation, manager removal and financial misconduct risks in Turkey.

A foreign investor who owns shares in a Turkish company should take a manager’s refusal to provide financial records seriously.

Repeated refusal to disclose bank statements, accounting records, contracts, invoices, tax information or related-party transactions may indicate anything from an ordinary shareholder-management disagreement to a much more serious corporate governance problem.

The investor should not immediately assume fraud. However, the situation should be investigated quickly and systematically.

Under Turkish company law, shareholders and members of management have statutory information and inspection rights, although the precise procedure differs according to whether the business is a limited liability company or a joint stock company. Turkish law also provides potential liability for directors and managers who breach duties arising from legislation or the company’s constitutional documents.

First Question: What Type of Turkish Company Is Involved?

The investor should first determine whether the company is:

• A limited liability company;
• A joint stock company;
• Another corporate structure.

This matters because shareholder information rights and management structures are different.

The investor should obtain:

• Articles of association;
• Current trade registry records;
• Share ledger;
• Management resolutions;
• Signature authorities;
• Shareholders’ agreement, if any.

Limited Companies: Shareholders Have Important Information Rights

For a foreign investor holding shares in a Turkish limited liability company, the Turkish Commercial Code provides important information and inspection mechanisms.

A shareholder may seek information concerning company business and may request examination of relevant records within the statutory framework.

The manager should therefore not assume that company financial information belongs personally to management and can simply be withheld from shareholders indefinitely.

Joint Stock Companies: The Procedure Is Different

Foreign shareholders in joint stock companies also have statutory information and inspection rights, but the exercise of those rights follows the rules applicable to joint stock companies.

Additionally, a foreign investor who is itself represented on the board should distinguish between:

shareholder information rights

and

board-member information rights.

Under Article 392 of the Turkish Commercial Code, each board member may request information concerning all company business and transactions, ask questions and conduct examinations. The statutory framework provides strong protection for access to corporate books, records, contracts and correspondence by board members.

1. Stop Making Informal Requests Only

If repeated telephone calls and messages have produced no result, the foreign shareholder should move to a documented process.

Prepare a written request identifying exactly what is required.

For example:

• Bank statements;
• General ledger;
• Balance sheet;
• Income statement;
• Tax filings;
• Customer invoices;
• Supplier invoices;
• Loan agreements;
• Shareholder account records;
• Related-party transactions;
• Payroll records;
• Asset-sale documents.

Avoid vague demands such as:

“Send me everything.”

Specific requests create a much clearer evidentiary record.

2. Identify the Missing Period

The request should specify the relevant dates.

For example:

January 1, 2025 – September 30, 2026

This prevents arguments that the request was unclear or unreasonably broad.

3. Request Bank Statements Directly Through Proper Corporate Channels

Bank statements are often the most important records in a shareholder dispute.

The investor should determine:

• Which banks the company uses;
• Number of company accounts;
• Who has online banking authority;
• Who can initiate transfers;
• Who can approve transfers;
• Whether dual signatures are required.

A manager who provides accounting summaries but refuses access to underlying banking records may create a significant transparency problem.

4. Compare Bank Records With Accounting Records

Once documents are obtained, do not examine them separately.

Compare:

Bank payment → Accounting entry → Invoice → Contract → Commercial purpose

For example:

Bank transfer: TRY 3 million

Accounting description: Consultancy

Invoice: TRY 3 million

Recipient: Company owned by manager’s relative

That transaction requires substantially more investigation than merely confirming that an invoice exists.

5. Investigate Related-Party Transactions

Foreign investors should identify payments involving:

• Manager;
• Manager’s family;
• Other shareholders;
• Related companies;
• Directors;
• Employees;
• Companies controlled by business partners.

Related-party transactions are not automatically unlawful.

The important questions are:

• Was there a genuine transaction?
• Was the price commercially reasonable?
• Was proper authorization obtained?
• Did the company receive value?
• Was the relationship disclosed?

6. Check Whether Company Money Entered the Manager’s Personal Account

This requires immediate attention.

If company funds were transferred into a manager’s personal account, identify:

• Amount;
• Date;
• Stated purpose;
• Corporate authorization;
• Accounting treatment;
• Supporting documentation.

Legitimate explanations may exist, such as properly documented expense reimbursement.

But unexplained company-to-manager transfers should not be ignored.

7. Examine Cash Withdrawals

Repeated large cash withdrawals can make financial reconstruction more difficult.

For each significant withdrawal, determine:

• Who withdrew the money;
• Why;
• How it was recorded;
• Whether receipts exist;
• Whether the money returned to the company;
• Whether a legitimate business expense exists.

A pattern of unexplained cash withdrawals may justify broader financial review.

8. Check Shareholder Current Accounts

In closely held Turkish companies, shareholder-company financial movements can become a major source of disputes.

Review:

• Money advanced by shareholders;
• Money withdrawn by shareholders;
• Company payments made on behalf of shareholders;
• Shareholder loans;
• Repayments;
• Interest;
• Accounting classifications.

A shareholder current account should not become a hidden mechanism for transferring company assets.

9. Examine Company Credit Cards

Request:

• Statements;
• Cardholder names;
• Receipts;
• Expense descriptions.

Look for potentially personal expenses involving:

• Hotels;
• Travel;
• Restaurants;
• Luxury purchases;
• Private vehicle costs;
• Family expenses.

Personal expenditure and legitimate business expenditure should be separated.

10. Review Payments to Newly Created Companies

A manager may establish or use another company to provide services to the original business.

That is not automatically unlawful.

But the foreign investor should determine:

• Who owns the new company;
• When it was incorporated;
• What services it provides;
• Whether services were actually delivered;
• How pricing was determined;
• Who approved the contract.

11. Check Whether Company Assets Have Been Sold

Request records concerning sales of:

• Real estate;
• Vehicles;
• Machinery;
• Inventory;
• Intellectual property;
• Company shares in subsidiaries.

Compare sale price with market value.

A significant asset transferred to a related party at an unusually low price may require urgent action.

12. Examine Loans Taken by the Company

A manager may have created liabilities without keeping the foreign shareholder adequately informed.

Request:

• Bank loan agreements;
• Private loan agreements;
• Security documents;
• Guarantees;
• Share pledges;
• Mortgages.

The investor should understand both assets and liabilities.

13. Check Whether the Company Guaranteed Another Person’s Debt

This can create significant hidden exposure.

Determine whether the company has issued:

• Guarantees;
• Surety arrangements;
• Mortgages;
• Share pledges;
• Other security;

for debts belonging to shareholders, managers or related companies.

14. Preserve Electronic Evidence

Do not rely only on printed documents.

Preserve lawful copies of:

• Corporate emails;
• Accounting exports;
• Electronic invoices;
• Bank records;
• Management correspondence;
• Corporate cloud records;
• Digital contracts.

Do not unlawfully access personal accounts or private devices.

15. Send a Formal Information Request

Where voluntary cooperation has failed, the shareholder should consider making a formal request based on the applicable corporate-law framework.

The request should identify:

1. Shareholder status;
2. Documents requested;
3. Relevant period;
4. Purpose of the request where appropriate;
5. Deadline for response.

This can establish evidence of persistent refusal.

16. What If the Manager Claims the Information Is Confidential?

Confidentiality does not automatically eliminate statutory shareholder rights.

However, Turkish company law can balance information rights against legitimate company interests and risks concerning misuse of information.

The analysis therefore depends on:

• Company type;
• Information requested;
• Purpose;
• Commercial sensitivity;
• Whether disclosure could materially harm the company.

The manager should not simply use the word “confidential” as a universal justification for withholding every financial record.

17. What If the Manager Says the Accountant Has the Records?

That is not a satisfactory final answer.

The company’s legal records remain corporate records regardless of whether they are physically or electronically maintained by:

• Accountant;
• Certified public accountant;
• Financial adviser;
• External service provider.

The investor should identify the custodian and seek access through lawful corporate procedures.

18. What If the Accountant Refuses to Cooperate?

Determine who engaged the accountant and what authorization exists.

Do not pressure the accountant to disclose information contrary to professional or legal obligations.

Instead, establish the company’s lawful authority and use appropriate corporate or judicial procedures where necessary.

19. Can the Foreign Investor Go to Court?

Potentially, yes.

Where statutory information or inspection rights are unlawfully refused, judicial remedies may be available depending on company type and the particular right being exercised.

The investor should preserve evidence showing:

• Request;
• Delivery;
• Manager’s response;
• Refusal;
• Documents withheld.

A documented refusal is far stronger than an oral disagreement.

20. Can the Court Require Access to Company Records?

Depending on the applicable corporate-law procedure and circumstances, judicial intervention may be sought to enforce information or inspection rights.

The precise request should be tailored to the records genuinely required.

21. Can Refusal to Provide Records Justify Removal of the Manager?

Potentially, particularly if the refusal forms part of serious management misconduct.

In a limited liability company, the Turkish Commercial Code provides mechanisms concerning removal of a manager or restriction of management and representation authority where statutory conditions, including just cause in the judicial mechanism, are satisfied.

Persistent financial secrecy combined with other conduct may become important evidence.

22. What Additional Conduct Can Strengthen a Removal Case?

Examples may include:

• Unexplained withdrawals;
• Unauthorized payments;
• Related-party transfers;
• Concealment of contracts;
• Refusal to provide bank records;
• Destruction of records;
• Personal use of company assets;
• Acting against company interests.

A single disagreement about one document should be distinguished from systematic obstruction.

23. Can the Manager Become Personally Liable for Company Losses?

Potentially.

Article 553 of the Turkish Commercial Code provides a liability framework for founders, board members, managers and liquidators who breach duties arising from law or the company’s constitutional documents and thereby cause damage.

Therefore, withholding information may be only one aspect of a larger liability dispute if management misconduct has caused measurable financial loss.

24. Should the Investor Demand an Independent Audit?

Depending on the company and circumstances, an independent accounting review can be highly valuable.

The review may focus on:

• Bank reconciliation;
• Related-party payments;
• Cash withdrawals;
• Management expenses;
• Loans;
• Asset transfers;
• Tax liabilities;
• Customer receivables.

The objective should be financial reconstruction, not simply finding evidence to support a predetermined accusation.

25. Build a Transaction Map

A useful investigation should identify:

Transaction	Amount	Recipient	Documentation	Approval	Concern
Supplier payment	TRY 1.2M	Supplier A	Complete	Authorized	Low
Consultancy	TRY 2.5M	Company B	Incomplete	Manager	Review
Cash withdrawal	TRY 800K	Cash	None	Manager	High
Related-party loan	TRY 4M	Company C	Partial	Disputed	High

This helps separate ordinary business activity from transactions requiring investigation.

26. Do Not Accuse the Manager of Fraud Without Evidence

Financial opacity can justify investigation.

It does not automatically prove:

• Fraud;
• Embezzlement;
• Money laundering;
• Forgery;
• Breach of trust.

Foreign investors should avoid using criminal allegations merely as leverage in a shareholder dispute.

First reconstruct the transactions.

27. What If Evidence Actually Indicates Criminal Conduct?

If financial records reveal evidence potentially indicating criminal conduct, the investor should preserve the original evidence and assess the appropriate legal response.

Do not:

• Alter documents;
• Create retrospective explanations;
• Delete records;
• Threaten the manager;
• Publicize unsupported allegations.

Corporate, civil and criminal remedies may need to be coordinated carefully.

28. Consider Emergency Protection if Assets Are Disappearing

If the issue is no longer merely refusal to provide records and there is concrete evidence that assets are being transferred or dissipated, urgent protective measures may need to be examined.

Examples include an imminent:

• Property sale;
• Large bank withdrawal;
• Transfer to a related company;
• Disposal of machinery;
• Transfer of intellectual property.

The evidence supporting urgency is critical.

29. What If the Manager Controls the Company’s Bank Account?

Map the banking authority immediately.

Identify:

• Account administrator;
• Payment creator;
• Payment approver;
• Transaction limits;
• Dual authorization;
• Corporate cards.

If a valid management change later occurs, banking authorities should be updated promptly through proper corporate procedures.

30. What If the Manager Controls the Company Seal, Books and Passwords?

Create an inventory of corporate access.

This may include:

• Physical books;
• Accounting software;
• Electronic invoice systems;
• Tax systems;
• Corporate email;
• Banking;
• Cloud storage;
• Customer databases.

Do not attempt unauthorized access. Use lawful corporate mechanisms to secure company information.

31. What If the Foreign Investor Owns 51% or More?

Majority ownership can provide significant governance power, but it does not mean the shareholder can ignore statutory procedures.

Review:

• Voting thresholds;
• Articles of association;
• Management appointment rules;
• Shareholders’ agreement;
• Reserved matters.

Corporate resolutions must still be properly adopted.

32. What If Ownership Is 50/50?

This is one of the most difficult scenarios.

A Turkish manager who also owns 50% may be able to block certain shareholder decisions.

A 2025 Constitutional Court decision concerning limited companies illustrates the structural difficulty that can arise in two-shareholder companies where statutory voting thresholds prevent one shareholder from unilaterally forcing the other shareholder’s expulsion.

Information rights, management remedies, interim protection and deadlock strategy may therefore need to be pursued separately.

33. Can the Investor Remove the Manager but Leave Them as a Shareholder?

Potentially.

Management status and share ownership are separate.

A business partner can potentially cease being a manager while remaining a shareholder.

This distinction is often important in foreign investor disputes.

34. Can the Investor Expel the Partner From the Company?

That requires a separate legal analysis.

For limited companies, shareholder expulsion is subject to specific statutory requirements. The Constitutional Court’s 2025 decision also examined the statutory structure governing expulsion for just cause and the difficulties presented by two-shareholder companies.

Do not confuse:

access to records

with

manager removal

with

shareholder expulsion.

They are different legal remedies.

35. Review the Shareholders’ Agreement

A shareholders’ agreement may provide additional rights concerning:

• Monthly reporting;
• Annual budgets;
• Audits;
• Bank access;
• Management accounts;
• Information rights;
• Reserved matters;
• Director appointments;
• Deadlock.

Contractual rights may therefore supplement statutory corporate rights.

36. What If the Manager Is Hiding Tax Problems?

Request:

• Tax returns;
• Tax payment records;
• Assessment notices;
• Audit correspondence;
• Social security records.

Undisclosed tax liabilities can materially affect company value and foreign shareholder exposure.

37. What If Financial Records Reveal Hidden Debt?

Prepare a liability schedule.

Identify:

• Creditor;
• Principal;
• Interest;
• Security;
• Due date;
• Default status.

Hidden company debt may affect both litigation strategy and any proposed shareholder buyout.

38. Do Not Buy the Manager’s Shares Before Reviewing the Accounts

A manager who refuses financial disclosure may later propose:

“Buy my shares and we end the dispute.”

Foreign investors should avoid agreeing to a valuation without understanding:

• Cash;
• Debt;
• Tax exposure;
• Related-party balances;
• Receivables;
• Litigation;
• Hidden liabilities.

Financial due diligence becomes even more important during a shareholder dispute.

39. First 48-Hour Action Plan

A foreign investor facing financial-record obstruction should:

1. Secure corporate documents already available.
2. Identify all company bank accounts.
3. Preserve existing financial information.
4. Send a specific written information request.
5. Identify missing accounting periods.
6. Review the articles of association.
7. Review the shareholders’ agreement.
8. Map management and signature authority.
9. Identify suspicious or unexplained transactions already known.
10. Assess judicial information and inspection remedies.
11. Consider manager-removal options if misconduct is serious.
12. Evaluate urgent protection if company assets are at immediate risk.

Frequently Asked Questions

1. Can a Turkish company manager simply refuse to provide financial records to a foreign shareholder?

Not automatically. Turkish company law provides shareholders with information and inspection rights, although the applicable procedure depends on company type and circumstances.

2. Can a foreign shareholder request company bank statements?

The investor may seek financial information through applicable shareholder rights and corporate procedures. The precise entitlement and method depend on the company structure and requested records.

3. What if the manager claims the records are confidential?

Confidentiality may be relevant in particular circumstances, but it does not automatically eliminate statutory shareholder information rights.

4. Can a foreign investor apply to court if information is refused?

Potentially. Turkish company law provides judicial mechanisms relating to information and inspection rights in qualifying circumstances.

5. Can refusal to provide records justify removing the manager?

Potentially, especially where persistent obstruction forms part of serious management misconduct or a broader breach of managerial duties.

6. Can the manager be personally liable for financial losses?

Potentially. Article 553 of the Turkish Commercial Code establishes a liability framework where managers and other covered corporate actors breach their duties and cause damage.

7. What if the manager owns 50% of the company?

A 50/50 structure can create significant deadlock. Information rights, management remedies and shareholder exit mechanisms should be analyzed separately.

8. Should the foreign investor report the manager to prosecutors immediately?

Not merely because records have been refused. The financial transactions should first be reconstructed. If evidence indicates possible criminal conduct, appropriate criminal remedies can then be evaluated.

9. Can an independent financial review help?

Yes. A transaction-focused review can identify unexplained withdrawals, related-party transactions, hidden liabilities and inconsistencies between bank and accounting records.

10. What is the most important first step?

Create a precise written record of which financial documents are missing, when they were requested, how the manager responded and which transactions require investigation.

Client-Focused Legal Support for Foreign Shareholders Denied Company Records

A manager’s refusal to provide financial information should not be handled only through repeated informal requests.

The foreign investor should establish a documented record, identify the applicable statutory and contractual information rights, preserve existing corporate evidence and determine whether the refusal is merely a governance dispute or part of more serious financial misconduct.

Where records reveal unexplained payments, related-party transfers, hidden debt or misuse of company assets, the strategy may need to expand beyond information rights to include manager removal, liability claims, interim protection, financial reconstruction and shareholder-dispute proceedings.

Fırat Fesih Kaya Law Office assists foreign investors and shareholders with access to company records, shareholder information rights, financial transparency disputes, manager misconduct, 50/50 company deadlocks and corporate asset disputes in Turkey.

Lawyer Fırat Fesih Kaya provides legal assistance in obtaining and reviewing corporate financial information, investigating disputed transactions, protecting company assets and pursuing appropriate corporate or judicial remedies where management refuses transparency.

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. Information and inspection rights, management remedies and liability depend on the company’s legal form, articles of association, shareholder structure, requested documents and specific circumstances of the dispute.